Terms and Conditions of Sale
Explanation of Certain Words
1.1 In this Agreement:
“Aerial Refresh” means the splitting of your bill into two parts. One being your Airtime Application and the other being your Fixed Sum Loan Agreement and/or your Mobile Lease Agreement.
“Airtime” means wireless airtime and network capacity procured from the Network Operator.
“Airtime Application” means the O2 Airtime Application form signed either electronically or verbally by the Customer.
“AD” Aerial Direct Ltd: a company formed in England & Wales (company number: 08043921) registered office: 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.
“Connect” is a user licensed end to end hosted communications solution supplied by AD to the Customer under this Agreement and includes equipment and/or documentation supplied under this Agreement and/or Fixed Sum loan agreement/Mobile Lease Agreement.
“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 pursuant under Consumer Credit Regulations.
“Customer” means the customer of AD whose details appear on the Airtime Application and AD Sales Order Form, Fixed sum loan Agreement and/or Mobile Lease Agreement.
“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.
“Duologi” means Specialist Lending Ltd (Company number 10664999) whose registered office is at 10 Bressenden Place, London, SW1E 5DH, United Kingdom.
“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 and/or Fixed sum loan agreement/Mobile Lease Agreement.
“Fixed sum loan agreement” means an unsecured loan provided by one of our finance partners ‘Omni Capital Retail Finance’, ‘Klarna Bank AB’, ‘Duologi’, ‘Macquarie Group Limited’, 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 future purchases. This agreement is executed in accordance to the consumer credit act 1974/eu consumer credit directive and consumers will be protected by such legislation.
“GDPR” shall mean the General Data Protection Regulation (EU) 2016/679.
“Propel” means Propel Finance No 1 Limited (Company number 10003271) whose registered office is at Unit 5 Langstone Business Village, Langstone Park, Langstone, Newport, United Kingdom, NP18 2LH and/or any third party funder to whom Propel has assigned or sub-contracted all or any part of its rights or obligations under or in connection with the Sub Hire Agreement.
“Klarna” means Klarna Bank AB (Company number FC035870) whose registered office is at London Office, Klarna UK Limited, 7th Floor, 33 Cavendish Square, London, W1G 0PW, United Kingdom.
“Line Rental Charges” means the non-usage dependent part of the Charges, payable on a monthly basis per SIM Card.
“Macquarie Group Limited” means Macquarie Corporate and Asset Finance 2 Limited (Company number 08253764) whose registered office is at Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD.
“Mobile Lease Agreement” means a contractual arrangement calling for a Customer (Lessee) to pay our finance partner Propel (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. Title of Equipment may be passed onto the Customer once Mobile Lease Agreement is fulfilled.
“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.
“Omni” means Omni Capital Retail Finance Ltd (Company number 7232938) whose registered office is at 10 Norwich Street, London, EC4A 1BD.
“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).
“Sub Hire Agreement” means a hire agreement entered into between AD and Propel pursuant to which Propel hire the Equipment to AD, and give AD permission to supply that same Equipment to the Customer. Propel is the legal owner of the Equipment. The Customer will obtain the right to use the Equipment in return for regular rental payments to the Network Operator (O2) and AD’s regular rental payments to Propel under the relevant hire agreement. The Customer must also abide by conditions set out in the schedule regarding use of the Equipment. Where title in the Equipment is passed to AD on fulfilment of the Sub Hire Agreement, this will be passed on to the Customer.
“Personal Data”, “Personal Sensitive Data”, “Data Controller”, “Data Processor”, “Data Subject” and “Processing” (and other parts of the verb ‘to process’) shall have the meaning set out in the Data Protection Legislation.
“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, ‘Sub Hire Agreement’ and/or ‘Mobile lease agreement’ has been fulfilled, and title has been passed to AD, to which title will then be passed to the Customer.
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 or Propel at the Customer’s expense. Alternatively, Propel may make such a request directly where it is the owner of the Equipment.
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.
- 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.
- 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) 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.
- 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 any applicable Termination Fee.
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 AD even if no equipment has been supplied by AD.
6.4 Consumer Contracts Regulations do not apply to business-to-business contracts, therefore a 14-day cooling off period does not apply for O2 Business agreements. For the avoidance of doubt where Equipment has been supplied and is subject to a ‘Fixed sum loan agreement’, clause 11.1 will apply.
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 90 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.
- 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 on the 14th of each calendar month and paid within 3 business days.
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.
Tastecard plus Offer
7.9 Where an exclusive tastecard membership is offered as a promotion, Customers will receive email confirmation on how to claim and will have 90 days from receiving their confirmation email on how to claim their tastecard membership.
7.10 The tastecard membership will be valid for an exclusive twenty-four (24) months from activation date.
7.11 AD reserves the right to withdraw any tastecard membership upon payment failure of payment to network operator or termination of agreement by the Customer as set out in clause 10.3.
7.12 The tastecard membership shall not have any monetary value and the Customer shall have no right to any future credit or payment in place of tastecard before or after activation.
7.13 The tastecard membership is available to the Customer and may only be passed onto a nominated individual who is either attributed to the agreement or gifted by the account holder directly unless AD has appropriate consent to send such communication, however by nominating another party the Customer accepts the tastecard has been redeemed.
7.14 By opting for a tastecard membership the Customer accepts the corporate terms and conditions of membership set out by tastecard found here.
7.15 All existing terms and conditions set out by network operator/airtime provider and AD remain unchanged.
Switch. Connect. Save – Free O2 Line Rental Offer
7.16 To be eligible for this offer you must be an existing AD mobile customer.
7.17 Where a customer has accepted and successfully provided an O2 Wireless Service and “Connect” product from AD, either as new connectivity or switching from an existing provider, AD will provide up to twenty-four (24) months recurring credit to the value of one (1) monthly O2 airtime charge.
7.18 Free Line Rental will not require claiming and will be paid automatically after activation of the Wireless Services to the same business account used for payments made to AD and/or O2 Telefonica.
7.19 Please see clause 7.5, 7.6, 7.7 and 7.8 in relation to additional payment terms
7.20 By accepting the ‘Free O2 Line Rental Offer the Customer accepts these terms and conditions of sale.
7.21 All existing terms and conditions set out by network operator/airtime provider and AD remain unchanged.
- 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 Natwest 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.
- 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 AD. 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.
9.5 Comply with all applicable laws and regulatory provisions.
- 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 The Agreement may be terminated by:-
(a) AD on giving the Customer not less than 1 (one) month’s prior written notice
(b) the Customer as provided for in The Schedule hereto
10.3 Without limiting its other rights or remedies, each party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Agreement and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.3(b) to clause 10.3(i) (inclusive);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
(l) the other party’s financial position deteriorates to such an extent that in AD’s opinion the Customer’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy; or
(m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.4 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.
10.5 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. Alternatively, the Customer may be required, at its own expense, to return the Equipment to AD or Propel as may be directed (by AD or Propel).
- 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 to 14 calendar days on the day following receipt of your Equipment, provided that you notify us of this. You can notify us 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
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 your/the offer within the 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 Equipment, and that the Equipment is fully functional, but no more than that. You will be responsible for any damage and reduced value of the Equipment 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.
- Packaging (ALL) – Missing/Damaged Accessory Charge: £25.00 +VAT
- Travel Charger (Apple) – Missing/Damaged Accessory Charge: £5.00 +VAT
- Mains Charger (Other) – Missing/Damaged Accessory Charge: £15.00 +VAT
- Personal Hands Free (ALL) -Missing/Damaged Accessory Charge: £10.00 +VAT
- USB Cable (Apple) – Missing/Damaged Accessory Charge: £15.00 +VAT
- USB Cable (Other) – Missing/Damaged Accessory Charge: £10.00 +VAT
- Bundle Pack (Aerial Direct/Anker) – Missing/Damaged Accessory Charge: £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 Equipment 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 clause 11.1.
11.7 On 14 day cancellations, you are entitled to a full refund if Equipment 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 Equipment. 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 Equipment financed by partners Omni, Klarna Bank AB and Duologi.
- Tech Fund
12.1 Tech Fund is offered on the following terms (where applicable):
(a) The terms of this clause 12.1 may change at any time by giving the subscriber notice. The variations will apply after the effective date of the notice of change and not before 30 days.
(b) Subject to sub clauses below AD reserve the right at any time during the agreement to withdraw the Tech Fund including any remaining credit amount of the Tech Fund and the right to any future credits against the Tech Fund in respect of new Connections (if applicable), in the event of:
(i) Identified fraudulent activity which could put AD in disrepute in connection with the Customer or its representative account holders
(ii) The Customer falling into default with respective accounts due to not maintaining regular payment, not responding to arrears notifications.
(c) The Tech Fund may be drawn from by sending a Tech Fund request form (which is available through Customer Services or via account manager) to AD or by providing AD with a pre-authorised (by a duly authorised representative) purchase order.
(d) Upon AD receiving an order in accordance with clause 12.1(c) above, the value of the order will be offset against the Tech Fund (where applicable) and any amount over and above the available Tech Fund shall be treated as a Charge payable in accordance with this clause 8.
(e) Unless otherwise agreed by AD in writing, the Tech Fund can be used solely for the purposes of offsetting Charges for Equipment included on the relevant Price List.
(f) In the event that the agreement is suspended for any reason, we reserve the right to suspend the Tech Fund or any terms thereof.
(g) In the event that any associated agreement is terminated for any reason under clause 10, the Tech Fund will be ceased, and any residual credit balance of the Tech Fund will be withdrawn by AD. For the avoidance of doubt, any residual credit balance of the Tech Fund shall have no monetary value and you shall have no right to any future, credit or payment in relation to such residual balance.
(h) AD reserve the right to offset any applicable credit amount of the Tech Fund against any monies due and payable by the Customer to AD:
(i) Tech Fund is subject to VAT and is applied to any drawdown from the Tech Fund.
(j) Invoice or credit note will be issued via email or post to a duly authorised representative automatically within 7 days of receipting Equipment.
12.2 Any credits (including the Tech Fund) accrued in the Equipment Account or Airtime Account may be used solely for the purposes of offsetting Charges for Equipment and or Airtime respectively, do not have any monetary value, and Customer are not entitled to:
(a) use any credits accrued in the Equipment Account to offset Airtime Charges or vice versa; or
(b) offset any credits accrued in the Equipment Account or the Airtime Account against any outstanding debt; or
(c) any payments from any credits accrued in the Equipment Account or the Airtime Account; or
(d) any future use of credits accrued in the Equipment Account or the Airtime Account upon termination of this Contract.
12.3 You will be responsible for any additional Charges arising as a result of your misuse of the Product or the Equipment including without limitation the use of the SIM Card otherwise than with Equipment supplied by AD
13.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Agreement. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 13 shall survive termination of the Agreement.
- Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1 Nothing in these Conditions shall limit or exclude the AD’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
14.2 Subject to clause 14.1:
(a) AD shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement ; and
(b) the AD’s total liability to the Customer in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equivalent to the cost of the Goods and Services supplied under this agreement.
14.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
14.4 This clause 14 shall survive termination of the Agreement.
15.1 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.
15.2 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.
- 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.
- Changes to These Terms
17.1 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.
17.2 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 ADs, or a regulatory body. Alternatively changes and terms and conditions are available from the relevant website.
- Data Protection
18.1 In this clause the following definitions will apply: Data Protection Legislation: shall mean
(i) the Data Protection Act 1998; or
(ii) from 25th May 2018, the General Data Protection Regulation, read in conjunction with and subject to any applicable UK legislation which provides specifications or restrictions of the GDPR rules; or
(iii) from the date of implementation, any applicable legislation that supersedes or replaces the GDPR in the UK or which applies the ruling of the GDPR as if it were part of UK national law. Personal Data, Personal Sensitive Data, Data Controller, Data Processor, Data Subject and Processing (and other parts of the verb ‘to process’) shall have the meaning set out in the Data Protection Legislation.
18.2 Each party shall comply at all times with its respective obligations under the data protection legislation and perform any obligations under this agreement which can cause harm or breach to any of applicable obligations under the Data Protection Legislation. In particular, each party shall:
18.2.1 ensure all necessary notices and consents are in place to enable lawful transmission or access to Personal Data supplied to AD;
18.2.2 where Personal Data is collected, give full information to any Data Subject whose Personal Data may be processed under the Agreement regarding the nature of such processing. This includes a giving notice that such Personal Data may be transferred to the other party;
18.2.3 ensure appropriate technical and organisational measures to protect against unauthorised and unlawful Processing of the supplied Personal Data; and 18.2.4 not transfer the supplied or accessible Personal Data outside the UK or European Economic Area without the necessary protection in accordance with Data Protection Legislation.
Data Protection Clause
Where AD processes Personal Data on behalf of the Customer and for such purposes AD is a Data Processor and the Customer is the Data Controller. In conjunction with processing AD shall:
18.3.1 process Personal Data only with documented instruction from the Customer and accordance with this agreement;
18.3.2 ensure that parties authorised to process the Personal Data and/or Personal Sensitive Data have agreed to appropriate confidentiality obligations and take necessary steps to ensure parties only act on instructions from AD and Customer;
18.3.3 Remain entitled to appoint third party sub-processors. Where AD appoints a third party sub-processor, it shall:
(i) Ensure that the third party is subject to, and contractually bound by at least the same obligations as AD; and
(ii) Remain liable to the Customer for all acts and omissions of such third parties;
18.3.4 In to the third-party sub-processors used pursuant to clause 18.3.3, be entitled to adopt additional or replacement sub-processors, subject to: (i) Clause 18.3.3 provisions being applied; and
(ii) AD notifying the Customer of the additional or replacement sub-processor by any auditable means, and where the Customer objects to the additional or replacement sub-processor, should any objection be made by the Customer, then the grounds for the objection would be discussed in good faith;
18.3.5 Upon becoming aware of suffering a Personal Data breach notify the Customer without undue delay so both parties if necessary can notify the relevant supervisory authority and Data Subject;
18.3.6 Upon receiving a Customers reasonable request, assist the Customer in complying with the Customers obligations pursuant to GDPR Articles 32-36 (or such corresponding provisions of Data Protection Legislation), including (if applicable):
(a) Carrying out a privacy impact assessment
(b) If required from an impact assessment, engaging in consultation with the relevant supervisory authority
(c) Notifying the supervisory authority that AD has been subject to a Personal Data breach
(d) Communicating such Personal Data breach to an affected individual;
18.3.7 Where required assist the Customer in responding to requests from Data Subjects who are exercising their rights under Data Protection Legislation;
18.3.8 Where termination of the Services/Agreement is exercised, at the request of the Customer to comply with their compliance and/or policies relating to Data Protection Laws
(i) securely delete all Personal Data provided by the Customer to AD and/ or return to the Customer all Personal Data provided by the Customer to AD; and
18.3.9 Have permission to inspect and audit the Customer and their Processing activities to confirm its complying with its obligations under this clause upon reasonable notice of at least twenty (20) business days and reciprocate where it is required with the Customer.
19 ID VERIFICATION AND FRAUD PREVENTION
19.1 O2’s acceptance of Customer’s application for Services, may be subject to AD and/or O2 checking the following records about the Customer and the Customer’s business partners:
- a) AD and/or O2’s own records;
- b) business records at credit reference agencies (“CRAs”) including both public (including the electoralregister) and fraud prevention information. When CRAs receive a search from AD and/or O2 they will place search footprint on the Customer’s business credit file that may be seen by other lenders;
- c) records held by fraud prevention agencies (“FPAs”); and
- d) if the Customer contact is a director, O2 may seek confirmation, from CRAs that the residential address that is provided is the same as that shown on the restricted register of directors’ usual addresses at Companies House.
19.2 AD and/or O2 may also make checks such as assessing the Customer’s application for Services and verifying identities to prevent and detect crime and money laundering. AD and/or O2 may also make periodic searches at CRAs and FPAs to manage the Customer’s O2 account.
19.3 O2 will send information on the Customer’s applications, O2 account and how the Customer manages its account to CRAs which may record such information, including information on the Customer’s business and its proprietors. The CRAs may create a record of the name and address of the Customer and its proprietors if there is not one already.
19.4 If the Customer does not pay the Charges when they become due and payable, CRAs will record the outstanding debt which shall remain on file for six years after they are closed (whether by settlement or default). Such records may be supplied to other organisations by CRAs and FPAs to perform similar checks and to trace the Customer’s whereabouts and recover debts owed by the Customer.
19.5 If the Customer gives AD and/or O2 false or inaccurate information or AD and/or O2 suspect or identify fraud or criminal activity O2 will record this and may also pass this information to FPAs and other organisations involved in crime and fraud prevention.
19.6 AD and/or O2 and other organisations may access and use from other countries the information recorded by fraud prevention agencies.
19.7 Customer data may also be used for other purposes for which the Customer or any User gives its specific permission or, in very limited circumstances, when required by law or where permitted under the Data Protection Laws. To read the full details of how data may be used by O2 please visit the O2 Website at www.o2.co.uk.
19.8 The Customer can contact the CRAs currently operating in the UK, including CallCredit (Consumer Services Team, PO Box 491, Leeds, LS3 1WZ or call 0870 0601414); Equifax PLC, (Credit File Advice Centre, PO Box 3001, Bradford, BD1 5US; 0870 010 0583; www.myequifax.co.uk); and Experian (Consumer Help Service, PO Box 8000, Nottingham NG80 7WF; 0844 4818000; www.experian.co.uk). The information they hold may not be the same. They will charge a small statutory fee for access to their Records. Details of the relevant fraud prevention agencies are available from O2 on request.
20 ANTI-BRIBERY AND CORRUPTION
20.1 In addition to and without prejudice to clause 9.5) of these General Conditions, AD and/or O2 and the Customer each agree and undertake to the other that in connection with this Agreement and the transactions contemplated by this Agreement, they will each respectively comply with all applicable laws, rules, regulations of the United Kingdom relating to anti-bribery and anti-money laundering.
20.2 In the event that AD and/or O2 or the Customer has any basis for a good faith belief that the other party may not be in compliance with the undertakings and/or requirements set out in clause 20.1, the Enquirer shall advise the other party in writing and the other party shall co-operate fully with any and all enquiries undertaken by or on behalf of the Enquirer in connection therewith, including by making available the other party’s relevant personnel and supporting documents if reasonably deemed necessary by the Enquirer.
20.3 Any breach by a party of this clause 20 shall be deemed to be a material breach of this Agreement not capable of remedy for the purposes of clause 10.3a).
- Call Monitoring
21.1 The Customer agrees that AD may monitor, and record calls made to or by the Customer by or to the Customer (and/or any of their employees or personnel), for training purposes, to improve the quality of its customer services and to assist with complaint handling. The Customer undertakes to make its employees and personnel aware of the rights reserved by AD under this condition.
22.1 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.
- Operative Law
23.1 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.
- Concerning Redress
24.1 If you are dissatisfied in relation to the Credit Agreement, in the first instance please contact us, write to us or submit a complaint online by visiting https://www.aerial-direct.co.uk/about-site/how-to-complain/. You have the right to contact the Citizen’s Advice Bureau or your local Trading Standards branch. Should you be dissatisfied with AD response you also have the right to contact the Communication Ombudsman for mobile related complaints or the Financial Ombudsman Service for credit related complaints. More information how to contact the relevant Ombudsman please visit https://www.aerial-direct.co.uk/about-site/how-to-complain/.
- Other Terms
25.1 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. For the avoidance of doubt, where Propel is the owner of the Equipment, any other terms and conditions pertaining to the Equipment shall not apply and where there is any conflict between this Agreement and any other terms and conditions relating to the Equipment, this Agreement shall take precedent.
25.2 If you take Aerial Refresh with a Credit Agreement you will need to understand and agree either a Mobile Lease Agreement and/or a Fixed Sum Loan Agreement for your equipment with its own terms and conditions.
To request a copy of the Mobile Lease Agreement and/or Fixed Sum Loan Agreement please contact customers services here.
25.3 Standard terms and conditions for O2 business customers will apply for network services.