Terms and Conditions

UPLANDS MOBILES LTD GENERAL TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES NOVEMBER 2014

 

1. INTRODUCTION

 

1.1 This page sets out the general terms and conditions (“General Terms”) which apply to all Products and Services (together “Deliverables”) which we, Uplands Mobiles Ltd, a company incorporated in the UK under registered company number 3977335, whose registered office is at 197 ST Helens Avenue, Swansea, SA1 4NE (“we” or “us”) provide to you as our client (“you”), which Deliverables may be more specifically set out within the relevant Order Terms.

 

1.2 These General Terms explain our duties to you and your duties to us and form part of your agreement with us for all Deliverables we provide you with.

 

1.3 Our agreement with you is made up of (i) these General Terms; (ii) any specific terms and conditions for specific Deliverables (“Specific Terms”) (as set out in the Appendix); (iii) any project proposal or order form (the nature of which, for specific Deliverables, is more particularly set out within the Specific Terms) issued by us to you in connection with the provision of the specific Deliverables (“Order Terms”); and (iv) any other written document either issued by us (and expressly referring to and incorporating itself into the Agreement) or any amendments or supplements to the agreement signed and agreed in writing between the parties. Together the above documents shall constitute and be known as the “Agreement”, and apply to the contract between you and us to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

 

1.4 When construing the meaning of the Agreement, the documents listed in Clause 1.3 shall, unless otherwise set out in the Specific Terms in respect of specific Deliverables, be interpreted in a reverse order of priority in the event of any inconsistency or conflict, with documents appearing later in the list taking priority over documents appearing earlier in the list.

 

1.5 In these General Terms, we refer to the Specific Terms and Order Terms together as the “Additional Terms”.

 

1.6 All of our terms are set out in material we publish on our website. You should print or save a copy of these General Terms and the relevant Specific Terms, or can ask us to confirm which Additional Terms apply to the Agreement between you and us at any time.

 

1.7 Any quotation given by us shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

 

1.8 Any order placed by you shall only be deemed to be accepted upon your signature of the relevant Order Terms, or, in the event that no Order Terms have been signed, otherwise provide the Deliverables to you, at which point and on which date the Agreement shall come into existence (“Commencement Date”) (unless otherwise set out in the Specific Terms).

 

1.9 We may amend these General Terms from time to time as set out in Clause 10. Every time you, as our client, agree new Order Terms for the provision of specific Deliverables you should check these General Terms and the Specific Terms to ensure that you understand the terms which will apply to our Agreement at that time. These General Terms were most recently updated November 2014.

 

1.10 If you take mobile products and services from Uplands Mobiles Ltd you will also be subject to the terms and conditions of supply of goods and services and airtime as detailed by the network operation. Please refer to the relevant network’s website for standard terms and conditions.

 

2. DEFINITIONS & INTERPRETATION

 

2.1 The following terms shall have the following meanings in these General Terms and the Specific Terms (unless otherwise defined therein): “Appendix” means the appendix to these General Terms; “Business Day” means any day which is not a Saturday, Sunday, bank or public holiday in Northern Ireland; “Charges” means the total charges set out or provided for within the Order Terms or otherwise provided for or payable under the Agreement, to be paid in accordance with the timeframes specified in these General Terms or otherwise set out in the Additional Terms, in return for supply of the Deliverables; “Clause” means a clause of these General Terms; “Confidential Information” means in relation to either party, any or all information of a confidential nature (whether in oral, written or electronic form) including trade secrets and information of commercial value known and belonging to that party and concerning its business, suppliers, customers, products or services (including the Deliverables) and any other information which the recipient knows or is notified or has reason to believe is confidential to the disclosing party; “IP Rights” means any patents, trademarks, service marks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, know-how, trade or business names and other similar rights or obligations whether registrable or not, in any country (including the United Kingdom); “Premises” means your premises/property to which, or in which, among other things, the Deliverables may be supplied or installed; “Products” means any products which we may provide to you, as may be more specifically set out within the relevant Order Terms; and “Services” means any services which we may provide to you, as may be more specifically set out within the relevant Order Terms.

 

2.2 Headings are for convenience only and shall be ignored in interpreting the Agreement.

 

2.3 Words in the singular include the plural and those in the plural include the singular.

 

2.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.

 

2.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

 

2.6 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 

2.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

 

2.8 A reference to writing or written includes fax.

 

3. PROVISION OF DELIVERABLES

 

3.1 In consideration for payment by you of the Charges, we shall provide the Deliverables set out within the relevant Order Terms, or otherwise agreed between the parties.

 

3.2 We undertake that the Services will be supplied using reasonable skill and care, and performed in a good and workmanlike manner, using appropriate skills and experience, and having regard to the nature of the Deliverables.

 

3.3 We undertake that the Products shall be fit for any purpose expressly communicated to us by you.

 

3.4 We warrant that any Products shall be free, and shall remain free until title to the Products is (in accordance with Clause 5) to pass to you, from any third party rights or encumbrances not disclosed to you prior to the Commencement Date, and that you may enjoy quiet possession of such Products except insofar as you may be disturbed by any person entitled to the benefit of any charge or encumbrance so disclosed or known.

 

3.5 We shall use reasonable endeavours to ensure that the benefit of any third party warranties applicable to any Deliverables we supply is passed on to you. In addition, those warranties set out within the relevant Specific Terms in respect of specific Deliverables (if any) shall apply.

 

3.6 We shall use reasonable endeavours to provide the Deliverables (including delivering the Products or performing the Services) within a reasonable time. However, for the avoidance of doubt, the timing of performance of any of our obligations arising under the Agreement shall not be of the essence.

 

3.7 You acknowledge that you have assessed for yourself the suitability of the Deliverables for your requirements. Clause 3.3 notwithstanding, we do not warrant that the Deliverables will be suitable for such requirements, or that any use of the Deliverables will (subject to Clause 3.4) be uninterrupted or error free.

 

3.8 Each party warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform its duties and obligations under the Agreement and that those persons signing the Order Terms, if any, are duly authorised to bind the party for whom they sign.

 

3.9 We may, without further notice to you, appoint a suitably qualified sub-contractor to provide the Deliverables or any part of them on our behalf. You will continue to be liable to pay our Charges as provided in Clause 8 below, and shall not be liable directly for any of the fees of any such sub-contractor, unless otherwise agreed.

 

4. DELIVERY OF PRODUCTS

 

4.1 We shall deliver the Products to the location set out in the Order Terms or such other location as the parties may agree (Delivery Location) at any time after we notify you that the Products are ready.

 

4.2 Delivery of the Products shall be completed on the Products arrival at the Delivery Location. We shall not be liable for any delay in delivery of the Products that is caused by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products, or your failure to take delivery of the Products.

 

4.3 If, in the absence of any mitigating circumstances, you have not received any Products within 14 calendar days of the date of your order for those Products, then you shall be required to give us written notice. In the event that you have not provided such notice on time, and we are able to evidence proof of posting and a signature upon receipt of the Products, the Products shall be deemed delivered.

 

4.4 In the event that you accept delivery of any Products, you shall be required to give us notice of any fault, mis-description or damage to us within 5 Business Days of receipt of the Products, and provide such reasonable photographic or other evidence that we deem necessary in respect of such fault, mis-description or damage.

 

4.5 We may deliver the Products by instalments, which may be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.

 

3. TITLE AND RISK

 

5.1 The risk in any Products shall pass to you on completion of delivery.

 

5.2 Title to any Products shall not pass to you until we have received payment in full (in cash or cleared funds).

 

5.3 Until title to the Products has passed to you, you shall: (i) hold the Products on a fiduciary basis as our bailee; (ii) store the Products separately from all other goods held by you so that they remain readily identifiable as our property; (iii) not remove, deface or obscure any identifying mark on or relating to the Products; (iv) maintain the Products in satisfactory condition and, to the extent that the Products are not covered under our Payment Protection Plan, keep them insured against all risks for their full price on our behalf from the date of delivery; (v) notify us immediately if you become subject to any of the events listed in Clause 12.2(b); (vi) not purport to sell or otherwise part with possession of the Products, and (vii) give us such information relating to the Products as we may require from time to time, but you may use the Products in the ordinary course of your business.

 

5.4 If, before title to the Products passes to you, you become subject to any of the events listed in Clause 12.2(b) or we reasonably believe that any such event is about to happen and notify you accordingly, then, provided the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Products and, if you fail to do so promptly, enter your Premises or the premises of any third party where the Products are stored in order to recover them, or suspend the provision of the Deliverables.

 

6. YOUR OBLIGATIONS

 

6.1 We may need access to your Premises, office accommodation or other facilities, information, tools and resources for, and during the course of, the provision of the Deliverables. If so requested you will provide free and unfettered access to these to the extent reasonably requested by us for the purposes of performing our obligations under the Agreement, and, more generally, shall cooperate with us in all matters relating to the Deliverables. You hereby warrant that you are entitled to grant such access, and provide any such information, tools or resources as outlined in this Clause 6.1.

 

6.2 You acknowledge that, in giving any opinion or advice in connection with the provision of the Deliverables, we rely on the information about you and the Deliverables, and do not seek to establish the reliability of such information. Accordingly, you: (i) undertake to provide complete and accurate information about yourself and about anything which is or may be relevant to the Deliverables and to provide such other information as we may reasonably request; and, (ii) warrant that any such information provided is accurate and complete in all material respects, and not misleading.

 

6.3 You also agree to, to the extent necessary, prepare your Premises for the provision of the Deliverables, and to obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

 

6.4 You shall also keep and maintain all materials, equipment, documents and other property belonging to us (Our Materials) at your Premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our instructions or authorisation.

 

6.5 To the extent applicable, you acknowledge that you will retain responsibility at all times for compliance with all relevant laws, protocols and regulations with respect to Products delivered to you, as well as responsibility for all costs of such compliance.

 

6.6 If our performance of any of our obligations in respect of the Deliverables are prevented or delayed by any of your acts or omissions or by your failure to perform any relevant obligation (Your Default), or otherwise in the event of Your Default (i) we shall, without limiting our other rights or remedies, have the right to suspend provision of the Deliverables until you remedy Your Default, and to rely on Your Default to relieve us from the performance of any of our obligations to the extent Your Default prevents or delays our performance of any of our obligations; (ii) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure to perform, or delay in performing, any of our obligations where such failure or delay is attributable to Your Default; and (iii) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.

 

7. DATA PROTECTION

 

7.1 You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by us and on our behalf in connection with the Deliverables.

 

7.2 In this Clause 7, personal data has the meaning given in the Data Protection Act 1998.

 

7.3 If we process any personal data on your behalf when performing our obligations under the Agreement, the parties agree that you shall be the data controller and we shall be a data processor and in any such case: (i) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Services and fulfil our other obligations under the Agreement; (ii) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Agreement on your behalf; (iii) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (iv) we shall process the personal data only in accordance with the terms of the Agreement and any lawful instructions reasonably given by you from time to time; and (v) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

 

8. CHARGES

 

8.1 The Charges (or the method for calculation thereof) (as applicable) set out or provided for within the Order Terms shall only be fixed with regard to the provision of the Deliverables contemplated by the relevant Additional Terms, and such fixing shall be subject to all the other terms of the Agreement, and in particular to any increases to the Charges attributable to events falling outside of our control.

 

8.2 Where we have been retained on an ad-hoc basis to provide Deliverables, and no monthly retainer or other fixed fee or retainer arrangement exists (as may be set out within the relevant Order Terms), where: (i) we provide you with additional Deliverables beyond those contemplated by the relevant Additional Terms, or (ii) no Order Terms have been provided to you by us, the Charges for all Services shall be at calculated on a time and materials basis at our then prevailing standard hourly rates for such Services, and you shall be liable to pay the Charges for all Products at the costs specified by us.

 

8.3 We reserve the right to alter our prevailing standard rates for Charges for Services at any time, including during the term of our Agreement with you. However, where such a change to our standard rates is to be applied, we shall normally provide you with at least 1 week’s prior notice, either orally or in writing. Changes to our prevailing standard rates will not affect any Charges which we have specifically confirmed as applying during the term of our Agreement within the relevant Order Terms.

 

8.4 All Charges for Products quoted within the relevant Order Terms shall be inclusive of all costs and charges of packaging, insurance, transport of the Products, which shall be paid by you when pay for the Products.

 

8.5 We reserve the right to increase the price of the Deliverables, giving you notice, to reflect any increase in the cost of the Deliverables that is due to: (i) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, other manufacturing costs, or other increases attributable to the actions of third parties); (ii) any request by you to change the delivery date(s), quantities or types of Products ordered, or your specification for the Products (if any); or (iii) any delay caused by your instructions in respect of the Products or your failure to perform your obligations under the Agreement.

 

8.6 We shall invoice you for the Charges specified in the Order Confirmation or otherwise provided for under the Agreement, in respect of Products, on or at any time after completion of delivery, and in respect of Services, on a monthly basis (unless otherwise agreed in the Agreement). You must pay all undisputed Charges set out within each invoice in full and cleared funds within 30 calendar days of the date of the invoice. Timings for payment shall be of the essence of the Agreement.

 

8.7 Where you dispute any invoice, you shall notify us within 7 calendar days in writing. We agree to provide all such evidence as may be reasonably necessary to verify the disputed invoice, and the parties shall negotiate in good faith to attempt to resolve the dispute promptly. We reserve the right not to supply any further Deliverables to you while such a dispute is ongoing. Where only part of an invoice is disputed, you shall pay the undisputed amount on the due date for payment as set out within Clause 8.6 (or otherwise provided for in the relevant Additional Terms). If the parties have not resolved the dispute within 30 days of you providing us with notice that you dispute the relevant invoice, we reserve the right to terminate the Agreement, whereupon all Charges payable under the Agreement shall become immediately due and payable as per Clause 13.2.

 

8.8 Payments due under the Agreement shall be made in pounds sterling.

 

8.9 All sums payable under the Agreement are exclusive of VAT and any other sales or similar taxes, custom duties, withholding taxes or similar charges, for which you shall be responsible.

 

8.10 You shall have no right to any refund of the Charges paid or payable under the Agreement including on the termination of the Agreement.

 

8.11 Interest shall be chargeable on any Charges overdue at the rate of 4% above the base rate of HSBC Bank plc as applying from time to time to run from the due date for payment until receipt by us of the full amount due whether or not after judgement and without prejudice to any of our other rights or remedies.

 

8.12 All Charges due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to you by us against any amount payable by us to you.

 

8.13 Any payments made by you and returned by the bank will incur a £15 administration charge, which will be payable by you. Where you are situated outside the UK you shall be responsible for transferring the relevant funds internationally to our nominated account and for paying any fees relating to such transfer.

 

9. INTELECTUAL PROPERTY RIGHTS

 

9.1 Any IP Rights which the relevant party to the Agreement can demonstrate are already held by it at the date of the Agreement or which at any time after the date of the Agreement have been acquired or developed by it entirely independently of the provision of the Deliverables, and of the use of any Confidential Information of the other party, and all modifications thereto and derivative versions thereof created at any time (“Background IP”) shall remain the sole property of that party.

 

9.2 You hereby grant to us a royalty-free, non-exclusive, nontransferable licence to use your Background IP, if any, as required to allow us to perform our obligations under the Agreement.

 

9.3 You acknowledge that, in respect of any third party IP Rights in the Deliverables, your use of any such IP Rights is conditional on our obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.

 

9.4 Any IP Rights, other than Background IP, created or developed by us in the course of provision of the Deliverables (“Foreground IP”) shall be our sole property.

 

10. AMENDMENT OF THESE TERMS

 

10.1 We may, acting in our sole discretion, amend these General Terms and the Specific Terms from time to time.

 

10.2 Every time we supply Deliverables to you, the terms applying to the Agreement between you and us for the provision of the Deliverables, shall be as outlined in the relevant Order Terms, and as outlined in the version of these General Terms and the Specific Terms in force at the time of the signing (or issuing if no Order Terms have been signed) of the relevant Order Terms.

 

11. LIMITATION OF LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

 

11.1 Nothing in the Agreement shall exclude or limit our liability for: (i) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (iv) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); (v) for defective products under the Consumer Protection Act 1987 (if applicable); or (vi) for any other liability which cannot be excluded or limited under applicable law.

 

11.2 Subject to Clauses 11.1 and 11.3, our total liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed a total aggregate amount equal to 100% of the Charges paid to us pursuant to the Agreement, in the period of 12 months considered retrospectively from the date the cause of action arose.

 

11.3 Subject to Clause 11.1, we shall not in any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of contracts, loss of business or business opportunities, loss of production, loss of turnover or revenue, loss of availability, any loss or corruption (whether direct or indirect) of data or information provided by you, loss of anticipated savings, wasted expenditure, loss of reputation, loss of goodwill or loss of use suffered or incurred directly or indirectly by you, or for any consequential, indirect or special loss or damage howsoever arising and of whatsoever nature (even if we had been advised of the possibility of you incurring the same) or any punitive or exemplary damages.

 

11.4 Nothing in this Clause 11 shall affect or limit your obligation to pay Charges properly due under the Agreement.

 

11.5 Subject to Clause 11.1, the express terms of the Agreement shall apply in place of all warranties, conditions, terms, representations, UPLANDS MOBILES LTD GENERAL TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES NOVEMBER 2014 4 statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law. Without prejudice to the generality of the foregoing 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.

 

11.6 We shall have no liability to you to the extent that such liability would not have arisen but for Your Default.

 

11.7 Statements made by us relating to the Deliverables, and all recommendations, opinions, surveys and forecasts (together “Forecasts”) in any communication between you and us, if any, are made in good faith on the basis of information available at the time and such Forecasts are addressed only to you. Whilst we will use reasonable skill and care in the preparation of such Forecasts, neither we nor any sub-contractor engaged by us shall have any liability in relation to losses or damage incurred as a result of or in relation to your reliance on such opinions or recommendations and you expressly acknowledge that such liability is a business risk that you wholly assume.

 

11.8 Implementation of the results of the Services we provide and your completion of any project of which the Services we provide form part may require the involvement or supervision of or giving advice by us to third parties engaged by you. We strongly recommend that you obtain independent advice before entering into any legally binding commitment with any such third parties. Without limiting any other provision of these General Terms, we will, where appropriate, use reasonable endeavours to assist you in minimising the risk and additional cost or delay relating to the involvement in your project of any third parties involved in manufacturing or the provision of other services or goods to you, however, in no circumstance shall we liable for any of the acts or omissions, or the negligence, of such third parties.

 

11.9 We may, during the supply of the Deliverables, make statements about or recommendations of third party products or services, or supply third party manufactured products to you. We give no warranty in relation to such products or services, and you shall rely solely on the warranties and remedies provided by any such third party with whom you may contract.

 

12. TERM AND TERMINATION

 

12.1 The Agreement shall come into effect upon the Commencement Date, and, subject to other terms of the Agreement, shall continue in force until we cease providing Deliverables to you and all outstanding Charges owing to us by you have been paid in full (or as otherwise specified within the Specific Terms), or the termination of the Agreement in accordance with its provisions, whichever is sooner.

 

12.2 Without prejudice to any other rights to which it may be entitled, either party may give notice in writing to the other terminating the Agreement with immediate effect if: (a) the other party commits any material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified of the breach; (b) a petition is filled, an order is made, or a resolution is passed for the winding up or bankruptcy of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or if such an administrator is appointed or if documents are filed with the Court for the appointment of an administrator or if notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying charge holder, or if a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the other party takes or suffers any similar or analogous action in consequence of debt; or (c) a party ceases, or threatens to cease, to trade.

 

12.3 We may terminate the Agreement forthwith by notice in writing if you purport to assign your rights or obligations under the Agreement.

 

12.4 Unless otherwise set out within the Agreement, we may terminate the Agreement for any reason upon giving you 3 months’ prior written notice.

 

13. EFFECTS OF TERMINATION

 

13.1 Termination of the Agreement shall be without prejudice to any rights or liabilities accrued at the date of termination.

 

13.2 Upon termination, you shall, at our request, promptly return to us or otherwise dispose of as we may instruct any Confidential Information which you may have in your possession or under your control and pay to us all outstanding Charges, including interest, due under the terms of the Agreement.

 

14. GENERAL

 

14.1 Confidentiality: Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as strictly necessary for the performance of its rights and obligations under the Agreement. The provisions of this Clause 14.1 shall not apply to any information which: (a) is or comes into the public domain without breach of the Agreement; or (b) was in the possession of the receiving party prior to receipt from the disclosing party without an obligation of confidence; (c) was obtained from a third party free to divulge such information; or (d) is required by law to be disclosed to any person who is authorised by law to receive the same (after consultation, if practicable, with the disclosing party). Each party shall notify the other party if it becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.

 

14.2 No Assignment or Sub-Licensing: You may not assign, sub-license, sub-contract, mortgage or otherwise transfer, dispose or otherwise deal with the Agreement or any of your rights or obligations under it without our prior written consent, such consent not to be unreasonably withheld or delayed. We shall notify you of any assignment or sub-contracting of our rights and obligations hereunder.

 

14.3 Notices: Any notices and other communications required or permitted to be given under the Agreement shall be in writing and shall be delivered or transmitted to the intended recipient’s registered business address from time to time or such other address as either party may notify to the other from time to time in accordance with this clause. Any notice shall be treated as having been served on delivery if delivered by hand, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, 4 Business Days after posting if sent by pre-paid first class post, and on completion of transmission if sent by facsimile (subject to receipt of acknowledgement of successful transmission).

 

14.4 Force Majeure: Neither party shall be liable to the other party for any delay or failure to perform its obligations under the Agreement to the extent and for so long as such delay or failure results from circumstances beyond its reasonable control (an “Event of Force Majeure”) provided that it notifies the other party within 5 Business Days of becoming aware of such event. If any Event of Force Majeure continues for a period exceeding 3 months, either party shall have a right to terminate the Agreement on 30 days’ written notice to the other party.

 

14.5 Waiver: The failure of either party to enforce or to exercise any term of the Agreement does not constitute a waiver of such term and shall in no way affect that party’s right to later enforce or to exercise it.

 

14.6 Severability: The invalidity or unenforceability of any term of, or any right arising pursuant to, the Agreement shall not affect the validity or enforceability of the remaining terms or rights.

 

14.7 Entire Agreement: The Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between them whether oral or in writing. Any samples, drawings, descriptive matter or advertising issued by us and any illustrations or descriptions of the Deliverables contained on our website or in our advertising material are issued or published for the sole purpose of giving an approximate idea of the Deliverables described in them. They shall not form part of the Agreement or have any contractual force.

 

14.8 Survival: The terms of Clauses 1, 2, 6.4, 6.5, 7, 8.10, 8.11, 9, 10, 11, 12, 13 and 14 shall survive expiry, variation or termination of the Agreement. Such other terms in these General Terms or the Specific Terms which, from their nature or context, it is contemplated that they are to survive expiry, variation or termination, shall remain in full force and effect notwithstanding expiry, variation or termination of the Agreement.

 

14.9 No Variation: Without prejudice to our right to amend these General Terms, or the Specific Terms, from time to time, no variation of, or amendment to, these General Terms or the Specific Terms shall bind either party unless made in writing and signed by authorised representatives of both parties.

 

14.10 Independent Contractors: The relationship of the parties is that of independent contractors dealing at arms’ length and nothing in the Agreement shall be construed so as to constitute the parties as partners, joint venturers, agents of the other, or co-owners or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other and neither party shall hold itself out as entitled to do the same. Nothing in the Agreement shall create or be deemed to create the relationship of employer and employee.

 

14.11 Governing Law: The construction, validity and performance of the Agreement shall be governed by the laws of Northern Ireland and the parties irrevocably submit to the exclusive jurisdiction of the courts of Northern Ireland.

 

14.12 Third Party Rights: Notwithstanding any other provisions of the Agreement, nothing in the Agreement confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.

 

14.13 Remedies: Except as herein expressly provided otherwise, the rights and remedies provided in the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

 

14.14 Non-Solicitation: From the Commencement Date, and for a period of 12 months from the termination of the Agreement, neither party shall (except with the prior written consent of the other) solicit the employment of any person who is employed by the other party in the course of providing the Deliverables, other than by means of a general advertising campaign open to all comers and not specifically targeted at any of the employees of the other party.

 

14.15 Publicity: The provisions of Clause 14.1 notwithstanding, we reserve the right to publicise the fact of the Agreement, your identity, and details concerning the nature of the Deliverables provided to you for, inter alia, marketing and promotional purposes.

UPLANDS MOBILES LTD SPECIFIC TERMS – MOBILE PHONE SUPPLY NOVEMBER 2015

 

1. INTRODUCTION

 

1.1 This page sets out the Specific Terms on which (together with the General Terms and Order Terms forming part of the Agreement between us) we, Uplands Mobiles Ltd registered in England & Wales registered company number 3977335,whose registered office is at 197 St Helens Avenue, Swansea, SA1 4NE (“we” or “us”) provide mobile telecommunications devices, Microsoft Office 365® software and associated products (“Products”) and associated services (with the particular exception of our mobile device management service, or payment protection plan, which are dealt with by way of separate specific terms), including support services (“Services”) to you as our client (“you”), as may be more specifically set out within the relevant Order Terms.

 

1.2 Unless otherwise defined herein, any terms used in these Specific Terms shall have the meaning attributed to them in the General Terms.

 

1.3 These Specific Terms apply to the Agreement between you and us for the supply of the Deliverables. Please note that by ordering any such Deliverables from us, you agree to be bound by the terms of our Agreement. Where we provide any products or services to you other than the Deliverables the provision of such products or services shall be governed by the relevant Additional Terms applying to such products or services. Separately, you shall also be bound by any terms and conditions or agreement which may apply to or exist between you and your Network Provider in respect of the Deliverables.

 

1.4 You should print a copy of these Specific Terms or save them to your computer for future reference.

 

1.5 We may amend these Specific Terms from time to time as set out within the General Terms. Every time you sign a new Order Form for the provision of Deliverables please check these Specific Terms and the General Terms to ensure that you understand the terms which will apply to our Agreement at that time. These Terms were most recently updated on 11th November 2015.

 

2 DEFINITIONS & INTERPRETATION

 

2.1 The following terms shall have the following meanings in these Specific Terms:

Agreement” means the agreement between us for the provision of the Deliverables;

Charges” means the total charges provided for under the Order Form and the Proposal and otherwise provided for under the Agreement, to be paid on the dates specified by us in the Proposal (or otherwise stipulated by us) in return for the supply of the Deliverables;

Clause” means a clause of these Specific Terms;

Deliverables” means the Products and the Services together;

Extended Term” has the meaning given in Clause 12.1;

Initial Term” means the initial term set out within the Order Form, which shall, in any event, be no less than 12 months or the term of any agreement in place between you and your Network Provider (whichever is greater);

Incentives” means any redemptions or similar promotional deals offering you a financial or commercial incentive or rebate when you enter into an Agreement with us, as may be further specified within the relevant Order Terms, including any “Buy Out Sum” that may be paid to you to allow you to break your pre-existing contract with a third party, “Cashback” sum, “Hardware Fund”, “Line Credit”, or the provision of Products free of charge, at a discounted rate from the ordinary retail price or under a payment plan allowing you to pay for the Products by way of periodic instalments;

General Terms” means our general terms and conditions for the supply of products and services, which shall apply to the Agreement between us in addition to these Specific Terms and any Order Terms;

Liquidated Damages” has the meaning given in Clause 9.1;

Network Provider” means the telecommunications company which provides, among other things, the mobile network and telecommunications infrastructure for the Products and with whom you will have a separate contract;

Order Form” means the order form provided by us in connection with the Deliverables;

Order Terms” means, in respect of the provision of the Deliverables, the Proposal and the Order Form;

Our Representative” means your account manager as set out within the Order Form;

Proposal” means the proposal submitted to you by us in respect of the supply of the Deliverables;

Specific Terms” means, in respect of the provision of the Deliverables;

Support Services” means the support services specified in our “Proposal” document, the timings for delivery of which shall be, for the avoidance of doubt, indicative only, as well as the other account management services we provide;

Your Representative” means the person duly authorised by you to act on your behalf for the purposes of the Agreement and identified to us by you under Clause 4.2; and

365 Software” has the meaning given to it in Clause 11.1.

 

3. SUPPLY

 

3.1 Following signature of the Order Form, and in consideration for payment by you of the Charges, we shall provide the Deliverables to you in accordance with the Agreement.

 

4. CUSTOMER OBLIGATIONS

 

4.1 You shall co-operate with us in all matters relating the provision of the Deliverables and, in particular, co-operate with us in all matters relating to billing of the Charges due under the Agreement, including providing us with full and timely access to any online billing system which you may operate, and providing us with any purchase order numbers or details which you may require in connection with any invoices we or your Network Provider may wish to submit in respect of the Charges;

 

4.2 Upon signing the Order Form, you shall confirm to us the name of the person appointed as Your Representative for the purposes of the Agreement. Your Representative shall have the authority to bind you in all matters relating to the Agreement.

 

4.3 Upon your signing of the Order Form, we shall also confirm to you the person nominated as Our Representative for the purposes of the Agreement. Our Representative shall be your first point of contact for any queries in relation to the subject matter of this Agreement.

 

4.4 If our performance of any of our obligations under the Agreement is prevented or delayed by any of your, or your agents’, sub-contractors’, consultants’ or employees’, acts or omissions, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

 

4.5 You shall be liable to pay us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including without limitation any direct, indirect or consequential losses) that arise directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of you obligations under the Agreement, subject to our confirming such costs, charges and losses to you in writing.

 

5. CHARGES

 

5.1 Although the method for calculation of the Charges outlined in your Order Form will be fixed for the Initial Term of the Agreement (subject to the other provisions of the Agreement and any increases introduced by the Network Provider or otherwise outside of our control), we reserve our right to alter our prevailing rates for provision of the Deliverables at any time and without prior notice.

 

6. THE PRODUCTS

 

6.1 You shall be responsible for the safe keeping and safe use of any Products provided to you during the Initial Term. In particular, you agree during the Initial Term to use all Products with reasonable care in accordance with their relevant operating specifications or manufacturer’s instructions, and not to use any Products we have supplied under the Agreement in conjunction with any equipment which we, or the Product manufacturers, did not supply or otherwise approve of in advance.

 

6.2 Any Products we provide to you should, as applicable, comply with the standards set by the Telecommunications Act 1984 (Act) and any subsequent or related legislation. We shall not be under any obligation to connect or keep connected any equipment if it does not comply with the Act or if in our reasonable opinion it is likely to cause death, personal injury, and damage or to impair the quality of the Services we provide. You agree to use all applicable Products in accordance with the Act.

 

6.3 We operate a minimum usage policy in respect of any mobile devices/SIM cards we supply to you to which you must adhere, save where they are provided as part of a trial period as outlined in Clause 10. In general, there must be a reasonable level of genuine and regular outbound call usage. Each mobile device/SIM card we supply to you must make an average of at least 10 minutes per month of outbound calls (or SMS/ GPRS usage of equivalent value, i.e. £1+) over a rolling three month period, to be considered “active” at the time the handset is assessed. If at any time during the Initial Term there is a significant drop in usage of the relevant mobile devices/SIM cards, or there is otherwise a failure on your part to adhere to any of the provisions of this Clause 6.3, we shall be entitled to terminate the Agreement forthwith and/or recover any Incentives paid under the Agreement in addition to all losses and charges which we may incur as a result of doing so.

 

6.4 In construing clause 5.2 of the General Terms, title to the Products shall be deemed to pass to you upon the expiry of the Initial Term provided that all outstanding Charges due under the Agreement at that date have been paid in full, and no liability is otherwise outstanding from you to us under the terms of any Agreement between us.

 

7. INCENTIVES

 

7.1 From time to time we may offer you Incentives to enter into an Agreement. Where we do the nature and value of any such Incentives shall be set out within the relevant Order Terms.

 

7.2 Without limiting any of our other rights or remedies, if you, at any time, fail to perform or delay in performing any of your obligations under any contract with us (including where any Charges are outstanding, or where you purport to terminate/break the Agreement during the Initial Term or any Extended Term), we reserve the right to, acting in our discretion: (a) withhold any Incentives otherwise due to you under the Agreement, (b) otherwise set-off any amount owing to you by us against the payment of any Incentives (in accordance with clause 8.12 of the General Terms), or (c) claim repayment of the value of any Incentives paid to you pursuant to any Agreement (as outlined within Clause 9.1 for example). Such failure shall also disqualify you from receiving any Incentives to which you may have been entitled in the future were it not for your failure to perform or delay in performing any of your obligations under the Agreement.

 

7.3 Where, as part of any Incentive, we offer you a fixed price line rental via cash-back or line credit, this fixed price is dependent on the Network Provider not increasing the price of its services. Where the price of the services is increased by the Network Provider, this is done independently of the Agreement. The amount of payments you receive as part of any Incentive will remain static for the duration of the Agreement and you will remain liable to the Network Provider for any increased charges.

 

7.4 You shall also be liable to repay any Incentives paid to you where it has not been possible to fully fulfil your order for the Deliverables for reasons outside of our control (including due to any failure of the Network Provider, for example, a failure to provide adequate connections for the Products), and you are entitled or permitted to, and elect to, terminate the Agreement as a result.

 

8. CHANGE CONTROL

 

8.1 Either party may submit written requests for changes to the Agreement (or any part thereof) to the other party during the term of the Agreement. We shall advise you of the likely impact of any such change, including, but not limited to, any effect on the Charges.

 

8.2 The parties shall in good faith discuss changes proposed in accordance with Clause 8.1 as soon as reasonably practicable. Until such time as a change control document is agreed (such agreement not to be unreasonably withheld or delayed by either party) and signed by both parties, covering such change, including any change to the Charges and/or the Order Terms, both parties shall continue to perform their respective obligations under the Agreement as if such change had not been requested.

 

9. LIQUIDATED DAMAGES – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

 

9.1 If you purport to terminate/break the Agreement, or where we terminate the Agreement due to the occurrence of any of the circumstances outlined in clause 12.2 of the General Terms or pursuant to our rights of termination outlined in this Schedule A (“Our Termination”), during: (a) the Initial Term, you shall pay us on demand a sum calculated as the sum total of the remainder of all total monthly Charges, (with the exception of any Charges paid in respect of the 365 Software) (such monthly Charges to be calculated as the mean average of the monthly Charges paid or liable to be paid for each month over the Initial Term prior to the date of your purporting to terminate/break the Agreement or ceasing to pay any Charges due thereunder, or upon Our Termination, whichever occurs first) for each remaining month (or parts thereof) of the Initial Term from the date of your purporting to terminate or break the Agreement, or ceasing to pay any Charges due thereunder, or upon Our Termination, whichever occurs first, less any amount paid by you to your Network Provider by way of an early termination or break fee (we reserve the right to request written evidence of such a payment), which resulting figure shall be multiplied by 0.56 and paid in addition to (i) a sum calculated at the outstanding value of any Incentives provided to you, (ii) an administrative fee of £100.00 per telephone number in respect of the work (calculated on a time and material basis) involved in transferring each telephone number you have taken out under the Agreement in acknowledgement of our reasonably incurred administrative costs (“Administrative Fee”), and (iii) a sum calculated as the sum total of the remainder of all total monthly Charges payable (if any) in respect of the 365 Software multiplied by 0.10; or, (b) any Extended Term, where your contract with your Network Provider continues into the relevant Extended Term, you shall pay us on demand a sum calculated as the sum total of the remainder of all total monthly Charges (with the exception of any Charges paid in respect of the 365 Software) (such monthly Charges to be calculated as the mean average of the monthly Charges paid or liable to be paid for each month over the Initial Term and any previous or current Extended Term(s) prior to the date of your purporting to terminate/break the Agreement or ceasing to pay any Charges due thereunder, or upon Our Termination, whichever occurs first) for each remaining month (or parts thereof) of the relevant Extended Term from the date of your purporting to terminate or break the Agreement, or ceasing to pay any Charges due thereunder, or upon Our Termination, whichever occurs first, less any amount paid by you to your Network Provider by way of an early termination or break fee (we reserve the right to request written evidence of such a payment), which resulting figure shall be multiplied by 0.56 and paid in addition to (i) a sum calculated at the outstanding value of any Incentives provided to you, (ii) an Administrative Fee per telephone number transferred as set out above, and (iii) a sum calculated as the sum total of the remainder of all total monthly Charges payable (if any) in respect of the 365 Software multiplied by 0.10.

 

9.2 If you purport to terminate the Agreement during any Extended Term (where your contract with your Network Provider does not continue into the relevant Extended Term), or where you give us notice that you do not wish the Agreement to renew into any Extended Term (as set out within Clause 12.1 below), you shall pay us on demand an Administrative Fee per telephone number transferred, as set out in Clause 9.1. The payments to be made under Clauses 9.1 and 9.2 shall be made as liquidated damages (Liquidated Damages).

 

9.3 By agreeing that these Specific Terms and the General Terms govern the Agreement between you and us, you confirm and we confirm that this sum represents a genuine and reasonable pre-estimate of our loss, based upon our experience of the industry and the nature of the costs we may incur.

 

9.4 For the avoidance of doubt, your payment of the Liquidated Damages shall be without prejudice to any of our other rights and remedies and shall not affect your liability to pay any other amount which may be due under the terms of the Agreement, including without limitation, any accrued interest in respect of any overdue payments.

 

10. TRIAL PERIOD

 

10.1 Where the Order Terms you have entered into with us indicate that you are to be provided with Deliverables for a free trial period, the provisions of this Clause 10 shall apply.

 

10.2 During the trial period, you shall be provided with a specified number of mobile devices, as set out in the Order Form. We shall, subject to your compliance with the other terms of the Agreement, cover all usage costs up to a maximum of £10 per device over the duration of the trial period, but any usage costs incurred thereafter shall be subject to payment of the relevant costs, to be charged to you upon expiry of the trial period.

 

10.3 All trial periods shall commence upon signing of the Order Form and shall continue for a period of 30 calendar days from that date.

 

10.4 Upon expiry of the trial period, you will have the option to either (a) sign a new Order Form for the provision of Deliverables, in which case you may be permitted to retain the mobile devices provided (subject to agreement between the parties as to applicable costs), or (b) if you do not wish to sign a new Order Form, you shall be required to return all mobile devices loaned to you during the trial period, and to pay any outstanding Charges in respect of usage costs (as outlined above), or damaged/non-returned mobile devices (as outlined below), and upon full and clear payment of all such outstanding Charges the Agreement shall be deemed terminated.

 

10.5 You shall have 10 calendar days to return all mobile devices to us if you do not wish to sign a new Order Form. If the mobile devices are not returned to us within this period, or are not returned to us in the same condition as when they were dispatched, we reserve the right to invoice you for the devices. The costs charged to you will be the costs to replace the mobile devices with that of similar make and model (or such lesser Charges, relative to the condition of the mobile devices, as we may, in our sole discretion, determine to be payable). Payment will be due within 7 working days from the date we notify you that the mobile devices were in a defective condition, or the date the mobile devices were due to be returned (as applicable). You shall be required to meet all costs of postage and packaging in connection with the return of the relevant mobile devices.

 

10.6 All Deliverables provided to you during a trial period shall be provided on and subject to the conditions of the Agreement, including any applicable third party terms or other applicable specific terms, save as regards payment of charges, which is separately dealt with in this Clause 10. For the avoidance of doubt, title to any mobile devices provided by us as part of any trial offering shall be retained by us in accordance with clause 5 of the General Terms, and risk in such devices shall pass to you upon delivery.

 

11. MICROSOFT OFFICE 365 SOFTWARE

 

11.1 The provisions of this Clause 11 shall apply where we procure the provision of Microsoft Office 365® software (“365 Software”) to you, and shall govern any such procurement.

 

11.2 Subject to payment of the Charges and to the other terms of the Agreement, we shall use reasonable endeavours to procure for you, with effect from the licence date specified on the Order Form, a licence to use the 365 Software during the term specified on the Order Form (unless you exercise your buy-out right to a perpetual licence as specified in the third party licence terms).

 

11.3 You shall only be entitled to use the number of copies of the licensed 365 Software you may purchase from time to time, the initial number of which shall be specified in the Order Terms. You may, from time to time, purchase additional copies of the 365 Software, subject to payment of the then prevailing rates.

 

11.4 For the avoidance of doubt, the provision of any support, training or installation/implementation services by us shall not be included as part of our procurement of licences to the 365 Software, and the provision of any such services shall be subject to separate agreement being reached between you and our IT services team, and the signature of a separate agreement between us in respect of such services.

 

11.5 You acknowledge that the 365 Software, and any documentation that may be provided by our third party suppliers or licensors in relation to same, is/are proprietary to our relevant third party suppliers/licensors, and shall be procured by us only, and supplied to you by the relevant third parties. Further, the 365 Software shall be provided strictly on and subject to the standard licence terms imposed by such third parties. You agree to be bound by such licence terms, and acknowledge that any licence which we may procure for you pursuant to Clause 11.2 shall be granted strictly on and subject to your observance of such licence terms. The relevant third party licence terms are available here http://static.o2.co.uk/www/docs/business/microsoft-365-18-07- 13-clean.pdf and here http://office.microsoft.com/en- gb/products/microsoft-software-license-terms-for-office- FX103453735.aspx. In the event of any conflict between any provision of the Agreement and any provision of such licence terms, you acknowledge and agree that the relevant provision of such licence terms shall take precedence.

 

11.6 You also acknowledge that the 365 Software will be hosted by our third party suppliers/licensors, and that such hosting services shall be provided on and subject to the terms imposed by such third party suppliers/licensors, a copy of which will be provided to you upon request. We shall use reasonable endeavours to inform you in advance of any planned service interruption where notified by our third party suppliers or licensors, but shall not be liable for any service issues however arising.

 

11.7 You acknowledge that our third party suppliers/licensors may from time to time generally upgrade and improve the 365 Software as they see fit, and you acknowledge that such upgrades and improvements may affect your use of the 365 Software. Any support we may provide does not include any upgrades, bespoke changes or amendments to the 365 Software you may require or request from time to time.

 

11.8 You accept responsibility for the selection of the 365 Software to achieve your intended results and acknowledge that we have not assessed the suitability of the 365 Software for your requirements, and cannot guarantee that the 365 Software will be suitable for those requirements or that any use or supply of same will be uninterrupted or error free.

 

11.9 You shall: (a) at your cost, provide us and our third party suppliers/licensors with all necessary co-operation in relation to the Agreement, and all necessary data and access to such information as may be required by us, our employees, agents or our third party suppliers, licensors or sub-contractors, in order to deliver the 365 Software, including but not limited to approvals, security access information and configuration services; (b) comply with all applicable laws and regulations with respect to your activities under the Agreement; (c) carry out all your other responsibilities set out in the Agreement in a timely and efficient manner; and (d) ensure that you and the any authorised users use the 365 Software in accordance with the terms and conditions of the Agreement and the relevant third party licence terms and conditions, and shall be responsible for any authorised user’s breach of the Agreement.

 

11.10 You shall be liable to pay us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including without limitation any direct, indirect or consequential losses) that arise directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under the Agreement or the relevant third party licence terms, subject to our confirming such costs, charges and losses to you in writing.

 

11.11 The 365 Software procured under the Agreement shall be procured for you solely on an “as is” basis, excluding all express or implied warranties or guarantees, as to quality or otherwise, to the utmost extent permitted by law, and you assume sole responsibility for results obtained from use of the 365 Software by you or your authorised users, and for any conclusions drawn from such use, and expressly agree and acknowledge that we in no way warrant or guarantee the accuracy or authenticity of any such results, or for the performance or quality of the 365 Software, or the provision of any connected services by our third party suppliers/licensors, more generally.

 

12. TERM AND TERMINATION

 

12.1 The Agreement between you and us in respect of the provision of the Deliverables shall come into effect on the date of signing of the Order Form and, subject to the other provisions of the Agreement, shall continue in force for the Initial Term, and shall, save with respect to the 365 Software, which shall be dealt with separately under Clause 11. 30 Days written notice is required to terminate your agreement. However, should you terminate the agreement prior to the minimum term then the remainder of the agreement fees will become payable at RRP as standard.

 

13. EFFECTS OF TERMINATION

 

13.1 Termination of the Agreement shall be without prejudice to any rights or liabilities accrued at the date of termination.

 

13.2 Upon termination of the Agreement due to your breach of the Agreement, or due to the occurrence of any of the circumstances specified in clause 12.2 of the General Terms, you shall, upon our request, (a) promptly return to us the Products (for termination/break of the Agreement during the Initial Term only), (b) pay the Liquidated Damages, (c) repay any Incentives (or the liquidated value of same) provided to you; and/or (d) pay any other outstanding Charges that may be due under the terms of the Agreement.

 

13.3 In the event that you terminate or purport to break the Agreement for any reason we shall not, under any circumstances, be liable for the costs of any alternative supplier or Network Provider you may source.

 

13.4 Upon termination of the Agreement for any reason, you shall, at our request, promptly return to us or otherwise dispose of any Confidential Information which you may have in your possession or under your control, and pay to us all outstanding Charges and other payments, including interest, due under the terms of the Agreement.

 

14. GENERAL

 

14.1 Conflict: In the event of any conflict or inconsistency between the constituent parts of this Agreement, they shall prevail in the following order: (a) the Order Form, (b) the Proposal (c) these Specific Terms, and (d) the General Terms.

 

14.2 Survival: Without prejudice to the generality of clause 14.8 of the General Terms, the terms of Clauses 1, 2, 4.4, 4.5, 6.4, 7, 9, 10, 11, 12, 13 and 14 shall survive expiry, variation or termination of the Agreement.