1.1 The Customer - End User. The Provider - Mobile Phone Network. The Company -Win Win Management (UK) Ltd.
1.2 Downward Migration means in respect of a mobile phone connection, the transfer (at the request of the Customer) from one tariff provided by the network/service provider ("Old Tariff") to another tariff provided by the network/service provider ("New Tariff") which results in the Customer being charged a lower monthly line rental under the New Tariff than it was being charged under the Old Tariff and the phrase Downward Migrated shall be construed accordingly.
1.3 In all cases the Customer will be contracted directly to the Provider whose terms and conditions apply and are directly available from the Provider. For the avoidance of doubt, these Terms are separate to any contract entered into by the Customer and the Provider.
1.4 Additionally the following terms and conditions ("Terms") exist for the commercial arrangement between the Customer and the Company.
1.5 The Services are as to be provided by Company under these Terms as set out in the Purchase Order & Order Form.
2.1 These Terms bind the Customer and the Company in relation to these Terms and any amendments or extensions of these Terms and all future dealings. The Company may amend the Terms from time to time by posting the amended terms and conditions on the Company's website.
3.1 All quotations are based solely on information provided by the Customer to the Company.
3.2 All tariff/bundle values on the quotation are exclusive of current Value Added Tax (VAT).
3.3 All Deal Incentive values on the quotation are inclusive of the current Value Added Tax (VAT).
3.4 Acceptance of the quotation by the Customer is deemed to evidence that the Customer understands and fully accepts the Provider's terms and conditions and the Company's Terms.
3.5 The Company reserves the right to withdraw/amend a quotation at any time up to the date of the purchase order received from the Customer.
3.6 The Company reserves the right to withdraw/amend a quotation at any time from the date of purchase order to the end of any cancellation period.
3.7 The Company shall not be bound by any reference to any estimated savings contained in the quotation or suggested at any stage.
4.1 Upon acceptance of the quotation from the Company, the Customer will provide to the Company an official purchase order in the form prescribed by the Company.
4.2 The purchase order confirms the Customer's full understanding and acceptance of all items including terms and conditions stated within and associated to the quotation.
4.3 Upon receipt of the purchase order provided by the Customer, the Company will process the Customer's order in a timely manner in conjunction with the Provider. The Company will not be liable for any losses caused by the delay of the Provider. The Customer shall provide to the Company any additional information required by the Provider to set up the new account.
4.4 Subject to the provision of information under clause 4.3 the Company will make available to the Provider a copy of the purchase order and any other relevant documentation required to set up the account.
4.5 The Company reserves the right to refuse to accept/process a purchase order without having to give any due reason to the Customer.
4.6 The Company reserves the right to alter any proposal to the nearest alternative hardware.
4.7 The Company reserves the right to alter the network Provider should the Customer fail a credit check in relation to any network or the selected Provider is not able to provide the services for any other reason.
4.8 Upon receipt of the purchase order provided by the Customer, the Customer agrees that the Company reserves the right to charge the Customer cancellation fees; administration fees; legal advice fees; debt recovery fees; consultancy fee; interest and any other fees or charges however so incurred should the Customer be declined as a result of a credit check or choose to cancel at any time thereafter.
5.1 The Customer agrees that by entering into these Terms they are agreeing for the Company to provide Services for the term in full as agreed between the parties in writing ("Term").
5.2 The Customer agrees that the Services cannot be reduced in any way save as part of an upgrade package at the end of the Term. If any reduction is agreed by the Company then the Customer must pay the full value of the reduced items for the Term as if the reduction had not occurred.
5.3 Any changes to the Services at the request of the Customer must be managed and processed by the Company.
5.4 All tariffs, SIM Cards, hardware, devices and associated equipment will be used solely by the Customer and shall not be transferred, sold or otherwise provided to a third party. All hardware and SIM cards provided by the Company shall be used in conjunction with the tariff supplied by the Provider.
5.5 The Customer shall make payments to the Provider for services supplied in accordance with the Provider's terms and conditions. Failure to make any payment to the Provider on time, or the occurrence of a bounced Direct Debit attempt, results in the Customer immediately relinquishing all entitlement to any credits, deal incentives, discounts, funding, or refunds.
5.6 The Customer will comply with the Provider's usage policy at all times.
5.7 The Customer agrees to send, to the Company within 30 days of entering into these Terms, hardware from their previous mobile phone contract unless already contractually bound to provide these elsewhere. This hardware may include, but is not limited to, mobile phones, tablets, or other devices holding a SIM card. If the hardware is returned outside 30 days after entering into these Terms, then clause 10.3 will apply.
5.8 The Customer will set up full third party access with the Provider for the Company to enable the Company to access all information pertaining to the Customer's account.
5.9 The Customer will forthwith set up 'on-line billing' where this service is made available by the Provider and allow the Company access to the same by promptly providing such usernames and passwords as required.
5.10 The Customer will, unless expressly authorised otherwise by the Company, fulfil the full term of the contract with the Provider.
5.11 The Customer shall not enter into an agreement with another company or third party advisor competing or potentially competing with the Company without the express written consent of the Company.
5.12 The Customer will fully and accurately complete the Company Information Form provided by Company and will forthwith return this to the Company and in any event within 30 days. The Customer will indemnify the Company for any losses or costs incurred in relation to the late return of this form.
5.13 The Customer will ensure that all dates and any other information which are provided to the Company are correct. In the event that any delay is caused as a result of incorrect information being provided by the Customer, the Customer agrees to pay such fees as set out in clauses 10 and 12 as determined by the Company.
5.14 The Customer will return a full copy of these Terms to the Company endorsed by a person with the authority to bind the Customer. In the event that these Terms are not returned they will still be deemed to apply with effect from the date of acceptance of the quotation by the Customer.
5.15 The Customer warrants that they are based in one of the serviced countries.
6.1 The Company will use its reasonable endeavors to provide the Services.
7.1 Deal incentives shall be those confirmed by the Company in writing and any other benefits confirmed in writing ("Deal Incentive").
7.2 All Deal Incentives are subject to the Customer adhering to those obligations set out in clause 5 above.
7.3 Any Deal Incentive or discount agreed applies to the first 12 months of these Terms and not for the entire Term.
7.4 Unless otherwise agreed by the Company, and subject (without limitation) to clauses 7.5 – 7.8, settlement of Deal Incentive values will be on a quarterly basis 90 days in arrears upon receipt of a valid invoice from the Customer unless otherwise stated in the purchase order. In the case of any buyout, payment will be made within 90 days of connection to the new network under the relevant contract.
7.5 Unless otherwise agreed on the purchase order, the Company reserves the right not to pay any Deal Incentive, cashback or other incentive as set out in Table 1 of these Terms.
7.6 Any payment due under clause 7 or clause 8 of these Terms can be withheld at the ultimate discretion of the Company.
7.7 Where the Customer fails to comply with their obligations set out in clause 5 or 11, purports to terminate these Terms, the Customer changes its Provider or there is Downward Migration, the Company reserves the right to claw-back or otherwise recalculate Deal Incentive values.
7.8 The Company shall not be obliged to pay any Deal Incentive Values where the Customer fails to provide a valid invoice within 9 months of the Customer becoming entitled to claim such Deal Incentive.
8.1 Reimbursement of any agreed termination fees are subject to the Customer adhering to those obligations set out in clause 5 above.
8.2 Unless otherwise agreed, and subject to clause 7.8, settlement of termination fee values will be on a quarterly basis upon receipt of a valid invoice from the Customer.
8.3 Where the Customer fails to comply with their obligations set out in clause 5, the Company reserves the right to claw-back or otherwise recalculate termination fee values.
8.4 Where the Customer is to provide a Porting Authorisation Code (PAC) to the Company this must be made available within 7 working days from the date requested.
8.5 Where an advanced payment is agreed, the Customer will complete and sign the advanced payment request document provided by the Company and fully comply with the terms set out within.
8.6 If the Customer does not pay any sums due to the Company within 14 days of the date of invoice, the Company reserve the right to charge interest and administration fees and recover all items provided under the contract. The Company may also pass on to the Customer any charges made by third parties in respect of recovering monies due under an invoice where that invoice has not been paid within 14 days of the date of invoice. The Company may in its discretion elect not to exercise this right.
8.7 If the Customer fails to pay the Company any sum due pursuant to any contract, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9.1 The Customer will pay such fees for the Services as are agreed between the parties, subject to these Terms.
9.2 The Customer agrees to pay an administrative fee of £25 for each PAC code requested from the Company at any time.
9.3 The Customer agrees to pay a consultancy fee of £250 per telephone number to the Company upon the Customer's acceptance of the Company's quotation (whether such acceptance is express or by conduct).
9.4 The Company reserves the right to delay payment of the consultancy fee in all or in part. This delay does not constitute waiver of the right to charge the consultancy fee and the Company can demand payment of the same at any time.
10.1 Any hardware of any sort which is provided by the Company to the Customer remains the property of the Company until these Terms are fully and validly completed. For the avoidance of doubt this excludes any form of termination as set out in clause 11.
10.2 Once any hardware has been received by the Customer and the packaging opened or damaged in any way then such hardware shall be deemed non-returnable. If the contract does not proceed the Customer will reimburse the Company in full for all non-returnable hardware as described above.
10.3 If at any point it is determined by the Company that any hardware should be returned to it by the Customer then the Customer shall return all items of hardware within 30 days of notification by the Company. If the Customer fails to return the hardware within this period then any additional loss of value of the hardware will be deducted from monies due to the Customer from the Company or invoiced by the Company to the Customer.
10.4 Unlocking hardware will be invoiced at the Company's usual rates. Repairs will be provided free of charge provided the hardware is in warranty and the relevant fault is covered by the warranty. If hardware requires unlocking and or repairing then the costs of this will be deducted from monies due to the Customer from the Company or invoiced by the Company to the Customer.
10.5 The value of any hardware will be the original SIM free retail price of the Mobile Phone Equipment at the date of the Customer's original connection.
11.1 All termination requests from the Customer must be made directly to the Company by way of Recorded Delivery.
11.2 The Company will only process a termination of the account provided that all hardware provided by the Company to the Customer is received at the Company's business premises within 7 working days from the date that they were delivered to the Customer.
11.3 Where the account is cancelled by the Customer within the above specified 7 day period, the Customer agrees that the Company reserves the right to charge the termination fees set out in clause 12. Additionally where equipment has been provisioned by the Company to fulfil an order and that order is terminated by the Customer prior to despatch to the Customer, the Company reserves the right to recover the cost of such equipment from the Customer.
11.4 If the Customer is a consumer (as defined in The Customer Protection (Distance Selling) Regulations 2000 (the "Regulations") and the contract is a distance contract (as defined in the Regulations) then the Customer has the right to terminate this agreement within 7 working days in accordance with the Regulations.
12.1 If the Customer terminates or purports to terminate these Terms under clause 8 or there is a Downward Migration or the Customer changes it Provider or for any other reason prior to expiry of the Term, then the following charges/provisions will apply:
12.1.1 The full cost of any handsets or hardware provided to the Customer by the Company or purchased by the Company on behalf of the Customer;
12.1.2 The full value of any buyouts, cashbacks, Deal Incentives, line rental subsidies, periods of free line rental or BCADS;
12.1.3 Cancellation charges of £1000 for any lead handsets and £250 for all sharers handsets or such other charges at the Company's discretion;
12.1.4 Management fee of £2 per week per telephone number backdated to the date of connection;
12.1.5 Sums which would have been paid by the Customer to the Company if the contract had been fully and correctly performed;
12.1.6 Any administrative fees, legal fees, debt recovery fees, costs interest or any other charges howsoever arising;
12.1.7 The Customer shall lose all rights in relation to any hardware fund provided by the Company.
12.2 In the event that the Customer has several solo plans rather than a lead and sharer plan one handset will be subject to the lead handset cancellation charge as set out at 12.1.3 (£1,000) and the remaining solo plans will be subject to the sharer handset cancellation fee set out in 12.1.3 (£250).
12.3 The sums detailed at 12.1.5 will be calculated at the Company's discretion.
12.4 In the event of termination the Company reserves the right to charge all, none or any combination of the termination fees set out in this clause 12.
12.5 In the event of any of the fees specified in this clause becoming payable then all payments (both under this clause and any other outstanding payments) shall be paid in full within 7 days of date of invoice.
12.6 Prior to any termination or purported termination the Customer shall contact the Company to request confirmation of the termination fees set out in this clause 10 and once confirmed all fees shall be paid in full prior to termination.
12.7 This clause 12 shall apply in the event that the Customer upgrades via a third party prior to completion of the contract with the Provider arranged by the Company.
13.1 The Customer must provide the Company with a VAT invoice for any line rental subsidy/cashback/termination costs that have been agreed within 30 days of connection.
13.2 Subject to clauses 13.3 and 13.6 and provided the Customer has complied with the obligations set out at clause 5 above, payment will be made (subject to authorisation) at the end of the month following 120 days from the connection date.
13.3 The Company reserve the right to withhold payment if: the phone is disconnected; the tariff is changed; the Customer has failed to pay the Network or the Company; the phone is showing no or minimal usage; the Company have not been paid the relevant commission; the network Provider alters the commissions payable; the Company or the Customer's financial position changes (in the opinion of the Company); the deal overlaps two calendar months; the deal takes more than 28 days to connect; the Customer delays for any reason; the Customer fails to sign the initial proposal within 14 days; the Customer breaches this clause 13; the Provider changes any financial rewards offered to the Company; the Customers Upgrade/Band Classification alters with the Provider; the Customer requests or enters into Downward Migration or for any other reason at the Company's discretion.
13.4 If the Term has not been satisfied the Company retain the right to deduct or withhold any line rental subsidy, termination costs, cashback or any other costs howsoever incurred that has been paid, and also the original cost of any hardware supplied by the Company direct.
13.5 The Customer understands fully that by accepting a quotation provided by the Company a binding contract exists between both parties and failure to act in accordance with the contract will result in financial penalties.
13.6 The Customer agrees that their right to any cashback, Deal Incentive or the possession of any goods, equipment or hardware supplied by the Company ("Goods") shall terminate immediately if: (a) the Customer has a bankruptcy order made against the Customer or make an arrangement or composition with the Customer's creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (if the Customer are a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of the Customer's undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator over the Customer or notice of intention to appoint an administrator is given the Customer or the Customer's directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the Customer's winding-up or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the Customer's insolvency or possible insolvency; or (b) the Customer suffer or allow any execution, whether legal or equitable, to be levied on the Customer's property or obtained against the Customer, or fail to observe or perform any of the Customer's obligations under the contract or any other contract between the Company and the Customer, or are unable to pay the Customers debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer cease to trade; or (c) the Customer encumber or in any way charge any of the Goods.
14.1 These results are based on the records the Customer supply of your historical call profile and are intended as an indication only, assuming the Customer's profile remains consistent.
14.2 The analysis may not represent all aspects of International calls/roaming/data/SMS, calls that could affect the result and therefore the recommended call plan.
14.3 Whilst the Company have used reasonable actions to ensure the accuracy and consistency of the results, the Customer should not rely on it and the Company accept no liability for errors or omissions or any direct, indirect or consequential damages arriving as a result of the use of this tariff.
15.1 The Customer shall be liable for all charges incurred for the Services from the commencement date, whether the Services are used by your employees or by any other person with or without your permission or knowledge and notwithstanding that they may have arisen from unauthorised, fraudulent, or illegal use and whether or not they derive from installation and access which have been authorised by the Company.
16.1 No amendment or variation of these Terms shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.
16.2 Failure by either party to exercise or enforce any right conferred by these Terms shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion. No waiver shall be effective unless given in writing and no waiver of a breach of these Terms shall constitute a waiver of any antecedent or subsequent breach.
17.1 In the event that a court or arbitral tribunal of competent jurisdiction determines that any part or provision of these Terms is invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of these Terms.
18.1 The Company can offer to port the Customers existing Mobile Phone Number if the Customer is connecting to a different Provider and can provide the Company with an active PAC code from the Customer's existing Provider.
18.2 The Company cannot be held liable for any consequential loss resulting from a mobile phone number port failure. The Customer must notify the Company of any problems within 3 days of the Customer's connection.
19.1 The Customer understands fully that should the Customer's upgrade/band classification alter with the Network, then any proposal made by the Company will become obsolete.
19.2 The Company may at any time transfer or dispose of the base relating to its customers without the consent of the Customer.
20.1 All mobile phone equipment is supplied subject to a minimum term airtime contract through the relevant Provider. The Provider's terms and conditions of supply of cellular telephone services that apply to the supply of airtime under this contract are already with the Customer (at signature stage).
21.1 The Customer's contract with the Provider for connection to the network is subject to status and acceptance by the Provider.
21.2 The Customer acknowledges that any delay or loss by any Provider is not the responsibility of the Company and the Customer acknowledges that the Company may never be held liable for any claim compensation for loss or damages or any other consequential loss resulting from any loss in coverage or service.
22.1 Ownership of any Item will not pass to the Customer until such time as the Company have received payment of the purchase price in full. In the case of mobile phone equipment offers, ownership shall not pass until the Customer have fulfilled the minimum term of the airtime contract. If the Customer terminates the airtime contract before the minimum term has been satisfied, the Customer will be responsible for repaying the Company the original SIM free retail price of the Mobile Phone Equipment at the date of the Customers original connection.
23.1 In order to access the services, the Company may provide the Customer with a set of passwords. The Customer is responsible for the security and proper use of all passwords relating to the services and must keep them confidential and must not disclose them to any third party. The Customer must inform the Company immediately if the Customer suspects that any password in relation to the Services has become known to someone who is not authorised to use it. If the Company suspect that there is likely to be a breach of security or a misuse of the Services we may change any password (without notice) and notify the Customer accordingly.
24.1 All information held by the Company is processed and recorded in accordance with the Data Protection Act 1998.
25.1 Neither party shall be liable for any delay or failure to meet its obligations under this Contract due to any cause outside its reasonable control including (without limitation), acts of god, war, riot, malicious acts of damage, civil commotion, strike, lockout, industrial dispute, power failure or fire. If performance of the Service is prevented then the client shall be entitled to an appropriate reduction in the support fee and to terminate the agreement by serving two months' notice in writing to the Company.
26.1 The Company does not accept direct, indirect or consequential liability under or in relation to these Terms or its subject matter (whether such liability arises due to negligence, breach of contract or for any other reason) for any:
26.1.1 loss of profits;
26.1.2 loss of business;
26.1.3 depletion of goodwill;
26.1.4 loss of or damage to reputation;
26.1.5 loss of customers;
26.1.6 wasted management of other staff time;
26.1.7 losses or liabilities under or in relation to any other contract;
26.1.8 indirect loss or damage;
26.1.9 consequential loss of damage; or
26.1.10 special loss or damage;
26.1.11 any Network lines that are not notified in writing by the Customer to the Company before entering into these Terms; and for the purposes of this clause the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.
26.2 Nothing in these Terms limits or excludes the liability of the Company:
26.2.1 for death or personal injury resulting from its negligence; or
26.2.2 fraud or fraudulent misrepresentation; or
26.2.3 for any other liability to the extent to which the same may noT lawfully be excluded.
26.3 The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of these Terms shall in all circumstances be limited to the price paid for the Services provided by the Company.
27.1 The quantity of any consignment of Goods as recorded by the Company upon dispatch from our place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
27.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Customer give written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received. The Customer can email notice to the Company at firstname.lastname@example.org, or write to the Company at Head Office, Oak Bank Business Centre, Mickley Hall Lane, Broomhall, Nantwich, Cheshire, CW5 8AH in order to provide notice under this clause only.
27.3 The Company's liability for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata contract price against any invoice raised for such Goods.
27.4 The risk in the Goods will pass to the Customer upon delivery and the Customer will be liable for any loss or damage of the same as and from the time when the Goods are delivered to the address notified by the Customer.
27.5 The Customer undertakes to notify the Company as to any alleged defect, shortage or discrepancy in any of the Goods within 3 days of delivery of the Goods to the Customer. In the event that the Customer fails to notify the Company within this period then the Customer will be deemed to have accepted the Goods and the Company and the Company shall have no liability to the Customer whatsoever in respect of such Goods.
27.6 The Company reserves the right to invoice the original purchase price of any Goods that are damaged, faulty or not returned.
28.1 The Company shall process any upgrades that become due during the term of the contract.
28.2 The Company cannot give any guarantee as to the make or model of the upgrade handsets provided.
29.1 If a fault occurs on a mobile device provided by the Company within the first 28 days, the Customer should obtain a fault code from the Provider and then refer to the Company. After 28 days, the Customer should deal directly with the Provider.
29.2 Unless otherwise agreed, all mobile devices are distributed to the Customer as sealed, factory packed items with SIM Cards enclosed.
29.3 This contract supersedes all prior writings, negotiations or understandings with respect hereto.
29.4 Any amendment to any part of any agreement must be authorised by Zac Robinson.
29.5 Each of the Company's rights or remedies under the contract is without prejudice to each of our other rights or remedies whether under the contract or not. Our failure or delay in enforcing or partially enforcing any provision of the contract shall not be construed as a waiver of any of our rights under the contract. Any waiver by the Company of any breach of, or any default under, any provision of the contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the contract.
29.6 The formation, existence, construction, performance, validity and all aspects of the contract shall be governed by English law and the parties submit to the jurisdiction of the English courts.
29.7 All communications between the parties about the contract shall be in writing and delivered by hand or sent by recorded delivery: (a) in case of communications to the Company, to our registered office or such changed address as shall be notified to the Customer; or (b) in the case of the communications to the Customer, to your address as registered against your account or such other address as shall be notified to the Company in writing.
29.8 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under any contract pursuant to these Terms, to any third party or agent. The Customer shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under any contract pursuant to these Terms.
© Copyright Win Win Management (UK) Ltd 2014-2017. All rights reserved.
Tel: 01270 440140 Fax: 08448 010760 Email: email@example.com
Win Win is a trading style of Win Win Management (UK) Ltd
Registered company no. 09162798 Registered office: Oak Bank Business Centre, Mickley Hall Lane, Broomhall, Nantwich, CW5 8AH