Terms and Conditions of Sale
1. Explanation of certain words
1.1 In this 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.
“AD” means Aerial Direct LTD of 1 Barnes Wallis Road, Fareham, Hampshire, PO15 5UA, England.
“Charges” means the charges for Wireless Services and for Value Added Wireless Services payable to the network operator by the Customer.
“Commencement Date” means the date upon which the AD Sales Order form and /or O2 Airtime Application are signed
“Contract Term” means the minimum number of months each SIM Card provided under this Agreement must remain connected to the Wireless Services, and the minimum term that the customer must remain with AD and the network provider, which is detailed on the airtime agreement and purchase order.
“Cooling off period” means a period of time the customer has to disconnect.
“Customer” means the customer of AD whose details appear on the Airtime Application and AD Sales Order Form.
“Device” means the wireless device, or Equipment incorporating a SIM Card.
“Disconnection Notice means a notice to disconnect one or more SIM Cards from the Wireless Services.
“Equipment” means the items supplied by AD to the Customer under this Agreement and includes any Software (but not End-User Licensed Software) and documentation supplied under this Agreement.
“Fixed sum loan agreement” means an unsecured loan provided by one of our finance partners ‘Omni Capital Retail Finance’ or ‘Close Brothers Retail Finance’, allowing the Customer to borrow a fixed amount over a fixed term at a fixed rate of interest. A Fixed Sum Loan gives you immediate ownership of the Equipment. At the end of the agreement, the current market value could be traded in as a deposit against your next Device or Equipment. This agreement is executed in accordance to the consumer credit act 1974/eu consumer credit directive and consumers will be protected by such legislation.
“Mobile Lease Agreement” means a contractual arrangement calling for a Customer (Lessee) to pay our finance partner Henry Howard Finance No1 Limited (lessor) for use of an Equipment. The lessor is the legal owner of the Equipment/Device; the lessee will obtain the right to use the asset in return for regular rental payments. The lessee also agrees to abide by conditions set out in the schedule regarding use of equipment. Where the title of Equipment is passed to AD, this will be passed onto the Customer once Mobile Lease Agreement is fulfilled.
“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 is detailed on the Purchase Order form and airtime agreement.
“Minimum Term” means the term of months from the Commencement Date or such other period as is referred to in the AD Sales Order Form.
“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 the Network Operator and in turn allocated by the network operator to SIM Cards.
“O2” means O2 (UK) Limited of 260 Bath Road, Slough SL1 4DX
“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).
“Termination Fee” means the losses of all revenue and commissions payable to AD by the network operator from the date of disconnection request to the end of the minimum period plus the original cost price of equipment detailed on the AD Sales Order Form.
“Termination Notice” means the written notice to terminate this Agreement.
“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 AD or the network operator to Business Customers on a non discriminatory basis.
2.1 AD agrees subject to acceptance 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.
2.2 All Orders shall be subject the terms of this Agreement.
3.1 The Equipment, tariff and service subsidies that AD makes available to the Customer are subject to the length of Contract Term chosen and its terms and are based upon the predicted or anticipated revenue over the contract term including notice period. The Customer is therefore expected to honor the contract, revenue and its terms. In the event that the Customer fails to honor the Minimum Term, AD reserves the right to invoice the predicted or anticipated revenue, at full retail price without discount, for the Minimum Term to recover any benefits received and losses incurred and should the agreement Minimum Period not be fulfilled a cancellation charge could be incurred.
3.2 For the avoidance of doubt where equipment has been supplied and is not subject to a ‘Fixed sum loan agreement’, AD reserve the right to the title of the equipment to the Customer until the length of the Contract Term or ‘Mobile lease agreement’ has been fulfilled, to which title will then be passed.
3.3 Following any upgrade of Equipment or disconnection of Equipment from the Wireless Services, AD shall reserve the right to request the safe return of such Equipment from the Customer to AD at the Customer’s expense.
3.4 AD reserves the right to add to, substitute, or to discontinue any item of Equipment at any time. AD does not guarantee the continuing availability of any particular item of Equipment.
4. Agreement for the provision of Airtime and Wireless Services.
4.1 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 AD at AD’s absolute discretion agrees to do so and confirms such a change in writing to the Customer.
5. Service Standards
5.1 AD 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 AD’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 network operator; and/or AD; 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 AD 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 AD has reasonable cause to suspect fraudulent use of the SIM Card or the Device, or either are identified as being stolen.
5.5 During any period of suspension arising from the circumstances 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 AD 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(s) concerned, the Customer will pay to the network operator and AD any applicable Termination Fee to include an administration charge of £17.50 per number.
6.3 The customer may at any time give 30 days termination notice to cease with AD but to remain with the network provider direct or through another company. In this event AD will charge the termination fee by way of invoice which must be settled within 7 days. The termination fee will include any commissions and revenue lost to AD from the network provider and additional costs such as postage. AD will inform the customer in writing or electronic message the termination fee payable to AD. The termination fee will also apply if the customer fails to give AD any notice period and upgrades their existing handsets or renews there mobile numbers with the network operator direct or any other supplier even if no equipment has been supplied by AD.
6.4 There is no cooling off period on upgrades or renewals as the customer is deemed to know the network coverage. Business customers also have no cooling off period. AD reserves the right to charge an administration fee of £35 per connection or £50 per connection if the handsets can not be used on the customer’s alternative network provider. i.e. if the customer was to move from O2 to EE.
6.5 The customer may give 30 days notice to cancel this agreement if AD do not supply the agreed equipment or a suitable replacement within 100 days. If the customer cancels the agreement within this time the customer shall be liable for all termination charges as detailed in 10.1 to 10.3 plus the original cost price of the handsets as detailed on the AD Sales Order Form.
7. Basis of Charges
7.1 The prices and tariffs payable by the Customer to the network operator for 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 network operator Price List.
7.2 The Customer hereby agrees to pay the Charges in full without any deduction or set off to the network operator or AD within 7 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.
7.4 Promotional Tariffs
7.5 All mobile tariffs attributing discounts set out by AD, will be honoured during the full duration of the agreement, and will be notified at point of sale, the means and methods of activating a recurring credit.
7.6 Recurring credit will be administered to the Customers chosen verified bank account within 3 business days on the 14th of each calendar month.
7.7 AD reserves the right to withdraw any recurring credits upon payment failure to network operator or termination of agreement by the Customer as set out in clause 10.3.
7.8 Where a Promotional recurring credit is accepted in conjunction with an existing offer, AD at its discretion reserves the right to withdraw recurring credits, upon cancellation of an existing charged service as set out in clause 10.3.
7.9 All existing terms and conditions set out by network operator/airtime provider and AD remain unchanged.
8. Billing Arrangements
8.1 Without prejudice to any other rights of AD in the event of the Customer failing to pay any sums due to AD or the network provider on time or at all notwithstanding notification of the overdue debt to the Customer AD shall be entitled to:
(a) charge interest (both before and after any judgment) 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.
8.2 AD reserves the right to review any credit applied to this Agreement.
8.3 If the parties agree that payments of the Charges to AD are to be made by credit card and if payments of Charges are not made on the due date AD is authorised to debit the Customer’s nominated credit card company with all Charges due and payable to AD.
8.4 Confirmation of payments via Direct Debit will be confirmed in writing to the customer within ten working days of scheduled payment detailing; minimum amount, frequency and applicable guarantees relating to Direct Debit instruction.
8.5 Where pro-rata billing is applicable, the customer will be notified in advance of payments being collected by mediums such as email, phone or sms.
9. Obligations of the Customer
9.1 The Customer undertakes with AD that throughout the Wireless Service Period it will use its reasonable endeavors to:
(a) provide AD with such information as AD 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 AD 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 the network operator has received a request from the Customer or AD to suspend
the Wireless Services to that Device or SIM Card.
9.2 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 and shall be liable to AD in respect of any charges, losses or expenses associated with such damage, destruction, loss or theft.
9.3 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 AD 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 7 days of notice from AD 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 AD 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.
9.4 It is the customer’s responsibility to ensure they do not have any contractual obligations to any other network or supplier. Any costs for gaining PAC Codes or cancelling existing agreements are to be settled by the customer in full unless otherwise agreed and stated clearly on the AD Sales Order Form. If an agreement is made with AD the cost must be reasonable which will be determined by AD. If the cost is
not reasonable the customer can decide to contribute to the cost or wait until the cost reduces over a number of months. In this time the customer may cancel the agreement but will be subject to termination charges as detailed in 10.1 to 10.5.
10. Duration and Termination
10.1 This Agreement shall commence on the Commencement Date (Detailed on O2 Application and/or AD Sales Order Form) 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. Termination fees will apply even if equipment has not been supplied subject to clause 6.4.
10.2 A Termination Notice may be given by either party and the Agreement terminated forthwith if:
(a) 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 Termination outside of 30 days
(a) the Customer may serve on AD a Termination Notice on a minimum of 30 days notice and the Customer shall be liable for any applicable Termination Fee; or
(b) AD 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.
10.4 Upon the expiry of any Termination Notice or otherwise upon the termination of this Agreement AD will disconnect all SIM Cards, (and any other Equipment) from the Wireless Services and the Customer will pay to AD any applicable Termination Fee and the original cost price of the equipment.
10.5 AD reserves the right to charge administration charges for each electronic message, letter or fax that requires sending at the following costs. £25 for each electronic message, £35 for each letter, £35 for each fax. By signing the agreement the customer agrees to these charges in full when notified by AD.
11 14 Day Cooling Off Period – Aerial Refresh
11.1 As a consumer you are entitled to cancel under Consumer Contracts (Information, Cancellation and Additional Charges) Regulations, up 14 calendar days on the day following receipt of your goods, provided that you notify us of this. You can notify by any of the following methods:
- A written letter sent by recorded delivery only to: Head of Customer Service, Aerial Direct LTD, 1 Barnes Wallis Road, Fareham, Hampshire, PO15 5UA, England
- Emailing Customer.Services@aerial-direct.co.uk
- Contacting Customer Services on 02392 60 30 55. Calls are charged at the standard local rate.
11.1.1 A business acquiring devices will not receive the same entitlement as set out in clause 11.1 as consumer contract regulations do not apply under your lease rental agreement following the acceptance, so it is important to take time in fully understanding offer within lease rental agreement and disclosure given.
11.2 Cancellations will only be accepted if the phone is in original condition. You are allowed to do what’s necessary to ensure you have received the correct goods, and that the goods are fully functional, but no more than that. You will be responsible for any damage and reduced value of the goods as a result of your opening, testing or using the product. If you use the device beyond these parameters, you will have to pay a charge up to the full cost of the handset to cover any damage.
11.3 If you return or exchange your device it must be in its original condition and packaging, exactly as you received it. If you haven’t got all the original packaging for any reason, you must inform one of our advisors when you are arranging your return and necessary packing equipment and instructions will be provided. If you don’t return your device with all of its accessories in an “as new” condition, then we will charge for any missing or damaged components. Please refer to the table below.
|Manufacturer||Accessory Type||Missing/Damaged accessory charge|
|All||Packaging||£25.00 + VAT|
|Apple||Apple Travel Charger||£5.00 + VAT|
|Other||Mains Charger||£15.00 + VAT|
|All||Personal Hands Free||£10.00 + VAT|
|Apple||Apple USB Cable||£15.00 + VAT|
|Other||USB Cable||£10.00 + VAT|
|Aerial Direct/Anker||Bundle Pack||£45.00 + VAT|
For hygiene reasons AD can’t accept returns or exchanges on some accessories, like headsets, where the packaging has been opened or the seal broken. If these were supplied with a device which you want to return, you may be charged for them. Please make sure you package your device exactly as the advisor asks you to. You’re responsible for the device until we receive it.
11.4 You must return your goods within 30 calendar days of providing your notice. No outbound activity of calls, texts or data usage should take place on hardware being returned after the cancellation notice. Any activities after the notice date will waive your rights to cancellation and your minimum agreed terms will continue.
11.5 All Hardware must be returned to the following address Aerial Direct LTD, 1 Barnes Wallis Road, Fareham, Hampshire, PO15 5UA, England before 30 calendar days after cancellation at your own cost.
11.6 Notice Date – Your notice date will be the date AD receive your correspondence by any of the three methods detailed in paragraph 11.1.
11.7 On 14 day cancellations, you are entitled to a full refund if goods incorporated within the ‘Omni Capital Fixed Sum Loan Agreement/Connected Loan Agreement’ are returned within 30 calendar days from notification of cancellation. Any refunds will be processed on your next payment date upon receiving goods. Should items not be received, then your refund cannot be accepted as a 14 day cancellation and you will be liable for the full duration of your hardware agreement.
11.8 Your hardware terms and conditions pursuant to the Consumer Contract Regulations do not affect O2 network agreements placed with Aerial Direct Limited.
11.9 If any of these conditions are not met, we may be unable to cancel your hardware agreement, and you will be liable for the full term of the finance applicable to goods financed by partners Omni Capital Retail Finance Limited and/or Close Brothers Retail Finance.
12. Matters beyond the Parties Reasonable Control
12.1 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).
13.1 The Customer shall not assign or transfer the benefit of this Agreement to any third party without the prior written consent of AD, such consent not to be unreasonably withheld or delayed.
13.2 AD 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.
14. Entire Agreement
14.1 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.
15. Changes to These Terms
15.1 It is the policy of AD 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 AD accordingly reserves the right to vary its prices, tariffs and terms and conditions from time to time.
15.2 In the event that the network operator or AD changes its prices, tariffs and terms and conditions we will provide the Customer with 30 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. Alternatively changes and terms and conditions are available from the relevant website.
16. Use and Disclosure of Information
16.3 If the Customer or a user does not want its 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 Managing Director, Aerial Direct LTD, 1 Barnes Wallis Road, Fareham, Hampshire, PO15 5UA, England.
17.1 Any notice or other communication required or permitted under this Agreement to be given in 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 email or other electronic means upon such communication being acknowledged as having been received.
18. Operative Law
18.1 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.
19. Other Terms
19.1 Other terms and conditions are applicable for other services such as landline communications, vehicle GPS tracking, 3rd party solutions such as digital pens, telephone systems. This list is not inclusive. By signing the order form you agree you have received, read and understood all other terms and conditions relating to any other service.
19.2 Standard terms and conditions for O2 business customers.