Specific terms and conditions of use of the second line service

    1. Interpretation

      1. The definitions in this clause apply in the terms and conditions set out in this document:
        • Agreement: the agreement between you and us for the Services and/or Equipment.
        • Acceptance of Offer: our email that we will send to you following your offer to purchase the Services and/or Equipment from us (as the case may be) accepting that offer.
        • Additional Charges: any charges for use of the Services (outside of any inclusive allowances included in your Package and the Monthly Subscription Charge) and for any Additional Services.
        • Additional Services: any additional or supplemental services that you order from [any restricted services] us from time to time including, but not limited to, directory enquiries, premium rate services, Age Restrictive Services and/or Materials.
        • Age Restriction Services: any services for use only by customers aged 18 years or over.
        • Connection: the procedure by which we give you access to Services. ‘Connected’, ‘Connecting’ and ‘re-Connection’ have corresponding meanings.
        • Customer Default: as defined in clause 7.5.
        • Disconnect: the procedure by which we stop your access to Services. ‘Disconnected’, ‘Disconnect’ and ‘Disconnecting’ have corresponding meanings.
        • Equipment: the equipment that we are selling to you as per your Order and any further equipment we sell to you pursuant to the Services.
        • Equipment Agreement: the parts of the Agreement relating to the provision of Equipment to you.
        • Force Majeure Event: shall have the meaning given in clause 15.
        • GMS Gateway: any gateway that enables telecommunications equipment to access other telecommunication networks other than such a gateway provided by us as part of the Services.
        • International Services: shall have the meaning given in clause 5.2.
        • Materials: the information, software, graphics, music, sound and other materials appearing or available through the Services whether owned by us or not.
        • Minimum Period: the minimum period of the Services Agreement as set out in clause 6.2(a).
        • Mobile Number: a number for you to use your mobile phone on our Network.
        • Monthly Subscription Charge: the monthly fixed charge payable by Post-Paying Customers for use of the Services (as may be varied from time to time pursuant to these Terms) but excluding the Additional Charges.
        • Network: our and our network provider’s telecommunication networks.
        • Order: your order for Equipment and/or Services (as the case may be) as set out in our Acceptance of Offer.
        • Package: the tariff package applicable to you as per your Order (as may be varied from time to time) in respect of the Services for which the Monthly Subscription Charge is payable. Details of our tariff packages are as set out on our Website http://www.greenfone.com.
        • Post-Paying Customer: a subscriber to the Services who is not a Pre-Paying Customer.
        • Pre-Paying Customer: a customer who uses the Services through purchasing and using prepaid minutes.
        • Services: the services being supplied by us to you as per your Order (as varied from time to time).
        • Services Agreement: the parts of the Agreement relating to the provision of Services to you.
        • SIM card: the subscriber identification module, which contains your mobile number, provided to you by us and which enables you to access the Services.
        • Terms: the terms and conditions set out in this document.
        • User Guide: our user guide (as amended by us from time to time) which is available on our Website http://www.greenfone.com
        • Website: our website http://www.greenfone.com
        • writing or written includes faxes and e-mail.
        • you: the individual, person, company or other body placing the Order.
        • we, us, our: Greenfone Limited (company number 06895016) which registered office is at 61 Station Road, Sudbury, Suffolk, United Kingdom, CO10 2SP.
      2. Headings do not affect the interpretation of these Terms.
      3. Any phrase introduced by these 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. Basis of Contract

      1. These Terms , the Acceptance of Offer and our tariff list set out the whole agreement between you and us in respect of your Order and apply 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. No variation of these Terms or representations about your Order shall have effect unless confirmed by us in writing.
      2. In entering into a contract with us in respect of your Order, you acknowledge that you have not been induced by any representations orally or in writing made by us, our servants or agents.
      3. Any descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained in our brochures, catalogues or on our Website are only intended to give an approximate idea of the Equipment and/or Services that they describe and do not form part of the contract between us.
      4. Your Order is an offer by you to enter into a binding contract which we are free to accept or decline at our absolute discretion. No Order shall be deemed to be accepted by us until we have acknowledged and accepted your offer by sending you an Acceptance of Offer, or (if earlier) when delivery of the Equipment and/or performance of the Services (as may be applicable) takes place.
      5. All of these Terms shall apply to the supply of both the Equipment and Services (as relevant) except where application to one or the other is specified.

PART 1 Supply of Services

    1. The Service
      1. We shall provide the Services to you in accordance with these Terms. Additional Services promotions and special offers taken up by you may have additional terms that shall be treated as being incorporated into and forming part of these Terms. Any additional terms incorporated into these Terms pursuant to this clause 3.1 shall take precedence over the provisions set out in this document to the extent that there is any inconsistency between them.
      2. We warrant to you that the Services will be provided using reasonable care and skill as might be expected from a competent mobile telecommunications service provider. However:
        1. we cannot guarantee that the Services will be provided fault free and we do not accept any liability for any fault that may occur in respect of the Services except when that fault is caused by our negligence. A range of circumstances can impair the Services such as, but not limited to (1) geographical, atmospheric or other conditions, (2) heavy demand on the Network in your vicinity (3) the performance or upgrades or maintenance or other work on the Network or Services (4) interruptions to other network providers’ networks or (5) due to us or our network provider meeting regulatory requirements;
        2. the Services are provided with [our and our network providers] network areas, they are not available in all parts of the United Kingdom, in all other countries outside of the United Kingdom or, where available in such other countries, in all parts of those countries;
        3. when you are and our network providers areas not covered by our Networkin areas not covered by the Network, the Services will rely onmay be supplied through other network operators’. networks over whom we have no control inWe have no control over such other network operators and in such circumstances we and our network provider accept no liability for any fault with the Services except when caused by our negligence;
        4. we only agree to provide the Services to mobile phones which have been approved by us and are enabled for use with the Services or due to obligations to ** regulatory requirements interruptions to services from other network providers and which are enabled for the Services. Some mobile phones, that have not been approved by us, may be incompatible with the Services. Any attempt to use the SimSIM Card in any mobile phone not approved by us may result in serious damage to thethat mobile phone and my ** withmay prevent you from being able to use it, including the making of emergency calls. In these instances, we and our network provider are not responsible for any such damage or usage problems.
      3. We will provide you with a Mobile Number. This number is not your property. Your Mobile Number is transferable to another service provider provided that:
        1. your contract with us (in connection with your Mobile Number) has been terminated; and
        2. all amounts payable by you to us, whether pursuant to these Terms or otherwise, have been paid in full.
        3. In exceptional circumstances, a government authority may order the reallocation or change of phone numbers, in which case we may have to change your mobile number.
        4. Subject to the other terms of this clause 3.3, we will transfer your Mobile Number upon your written request and may charge you the reasonable costs incurred by us in doing so.
      4. We are not a party to, nor do we accept any liability in respect of, any agreement that you enter into with any third party for goods and/or services which in any way relate to or impact on the Services or Equipment. You enter into any such agreement(s) at your own risk.
      5. The SIM card that we provide to you as part of the Services is and remains either our property or the property of our network provider (as the case may be) at all times. You are being allowed to use the SIM Ccard on a limited licence to enable you to access our Services, in accordance with these Terms. We or our network provider (where it is the owner of the SIM Ccard) may recall itthe SIM card at any time for upgrades, modifications, or because of its misuse or because thise Agreement has been terminated., iIf recalled, the SIM Ccard must be returned within 14 days of any written request that you do so at [the resellersre-caller’s cost].
      6. The Services are provided for your personal use only and you must not do anything which is inconsistent with that.
      7. The provisions set out in part 1 (Supply of Services) of these Terms (except where expressly toldprovided otherwise) only apply to the Services and not to any EmploymentEquipment that we may be providing to you.

1. SERVICES – AREA WHERE WE HAVE NO RESPONSIBILITY Services – Areas where we have no Responsibility

1. We will try to ensure the accuracy, quality and timely delivery of Services. However:
1.1. we and our network operatorprovider accept no responsibility for any use of, or reliance on, the Services or their content, or for any disruptions to, or any failures or delays in, Services. This includes, without limitation, any alert Sservices or virus detection services; and
1.2. subject to Section 12.3 wWe and our network operatorprovider do not make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for purpose of Services or their content. They are provided to you on an ‘as is’ basis; and
1.3. we and our network operatorprovider are not providing you with advice of any kind (including without limitation investment or medical advice). Where Services contain investment information, we do not make invitations or offer inducements to enter into any investment agreements.

2. We and our network operatorprovider will not be liable;
2.1. for any loss you may incur as a result of someone using your PINspersonal identification number or passwords with, or without, your knowledge; or .
2.2. if we or they cannot carry out our duties, or provide Services, because of something beyond our control.
Others’ content and services – Areas where we have no responsibility.
2.3. You may be able to use Services:
2.3.1. to upload, email or transmit content using the Services; and
2.3.2. to access content which is branded or provided by others and to acquire goods and services from others. Where we provide you with such access, all we do is transmit the content to you and we do not prepare or exercise control over the content, goods or services. We and our network operatorprovider are not responsible or liable in any way for, and do not endorse, any of this content, goods or services.

3. This Section 13 clause 4 will apply even after this agreement has ended.

4. Additional Services and International Services

1. We may provide you with Additional Services from time to time but are not obliged to do so. We reserve the right to add to, amend, discontinue and or otherwise make changes to any Additional Services that we are providing to you at any time at our absolute discretion. We shall notify you of any such changes before they become effective usually by email or text.
2. Your use of our Network includes the right to make international calls and to use our international roaming service (“International Services”). When you use our Services in a country outside of the United Kingdom, your use of the Services may be subject to laws and regulations in thatthose other country,. wWe and our network provider are not liable for any failure to comply with those laws or regulations.
3. The normal applicable charges for our Services may be increased when using our Services abroad due to charges made by other network providers facilitating the provision of our Services abroad. For example, you will be charged for incoming calls (including receiving texts and voicemail messages) and other data usage unless otherwise agreed in writing by us. Please note that billing you for the International Services used by you can be delayed and may not appear in your next month’s bill statement.
4. The Services provided by us may grant you access to Materials. We may vary the technical specifications of the Services and/or your access to and the contents of any Materials at any time.
5. Agreement for the Services
1. The Services Agreement shall commence from when we despatch a SIM card to you for you to use in respect of the Services. Once you are Connected, we will provide you with access to the Services subject to these Terms.
2. Subject to clause 6.3 and 16, the Services Agreement shall continue:
2.a. in the case of Post-Paying Customers for a minimum period of either 12 months or 24 months as set out in our Acceptance of Offer (“Minimum Period”). Thereafter, the Services Agreement shall continue until terminated by you giving us at least 30 days prior written notice of your wish to terminate the Services Agreement; or
2.b. in the case of Pre-Paying Customers, until terminated by you giving us at least 30 days prior written notice.
3. We reserve the right to terminate the Services Agreement at any time by providing you with at least 30 days prior written notice.
4. If you wish to upgrade your Equipment during the term of the Services Agreement or enter into a new Service Agreement then we reserve the right to increase or introduce a new Minimum Period where you are, or are to become, a Post-Paying Customer.
6. Your Use of the Services
1. You must not:
1.a. use, or allow to be used, the Services or anything provided to you in connection with the Services (including, but not limited to, the Materials and Equipment):
1.a.i. in a way that might damage our reputation or business;
1.a.ii. in a way that might infringe any other person’s proprietary or intellectual property rights or any other rights that such other person may have;
1.a.iii. fraudulently, in connection with a criminal offence or in breach of any law or statutory duty;
1.a.iv. in a way that might be offensive, abusive, indecent, defamatory, obscene, menacing or cause a nuisance and which is in breach of any other person’s privacy or is unlawful;
1.a.v. to copy, share, modify, publish or distribute the Services or Materials (including ringtones), except where we give you permission;
1.a.vi. in any way which breaks any security or other safe guards or in any other way which harms or interferes with ourthe Network, the Services or **our systems or those of any other;
1.a.vii. to falsify or delete any author attributions, legal or other proper notices or proprietary designation or labels of the origin or source of software or other content contained in a file that you upload;
1.a.viii. to use or provide to others any directory or details about our or our network provider’s customers;
3.1. all rights, including copyright in Services and their content, belong to us, our network provider, or our licensed source, such as a content provider. We and they reserve all our and their rights;
3.2. The ‘3’ trade mark and other related images, logos and names on the Services are proprietary marks of the Hutchison Whampoa group of companies. We and they reserve all our and their rights;

1.a.ix.
1.a.x. in a way that causes any inconvenience, annoyance or needless anxiety as per the Communications Act 2003; or
1.a.xi. in a way that places unnecessarily or needlessly strain on the Network and which is inconsistent with your obligations of good faith towards us,
1.b. establish, install or use a GMS Gateway without our prior written consent;
1.c. copy, duplicate, distribute, modify, reproduce, store, transmit the Materials or otherwise use the Materials or Services except as authorised by us;
1.d. allow anyone under the age of 18 to access Age Restricted Services using the Services nor provide or show any content obtained from Age Restricted Services to someone under the age of 18. You must deactivate any access to Age Restricted Services before you let anyone under the age of 18 use your mobile phone; or .
1.e. the SIM Card is only used to access the Services as permitted by these Terms.
2. You must:
2.a. only use the Services in accordance with these Terms and for your own personal use. You must not resell or commercially exploit any of the Services or Materials;
2.b. co-operate with us in all matters relating to the Services and act in good faith towards us;
2.c. provide us with such information as we may reasonably require to supply the Services, and ensure that such information is accurate and complete in all material respects;
2.d. use any Equipment, the SIM card and the Services in the way described in the User Guide, in accordance with any other reasonable instructions notified to you by us from time to time and otherwise in a reasonable and responsible manner including in compliance with any relevant legislation;
2.e. only use equipment and software approved by us when using the Services;
2.f. take reasonable steps to prevent the unauthorised use of, theft of or damage to the SIM card and Equipment (including keeping secure your personal identification number (PIN) and passwords and to notify us of any such event by emailing hello@greenfone.com as soon as possible;
2.g. notify us, as soon as possible and in reasonable detail, of any dispute or potential dispute with any third party that you may become aware of in respect of your use of the Services and/or Equipment. You must confirm any details that you provide to us pursuant to this clause 7.2 (g) in writing within 7 days of us requesting that you do so; and
2.h. co-operate with any security checks that we may carry out in respect of the Services or Equipment.
3. Before we provide you with the Services:
3.a. you must provide us with an email address for billing purposes;
3.b. if you are to receive any Equipment and/or a SIM card, provide us with a delivery address; and
3.c. if you are a Post-Paying Customer, submit to a credit check search (we reserve the right to refuse to provide you with the Services and terminate this Agreement with you with immediate effect and without liability to you should the results of the credit check search, in our reasonable opinion, fail to meet our requirements).
Thereafter you must maintain and keep us informed of your nominated billing email address and any change to it (this can be done on our Website http://www.greenfone.com). We accept no liability for errors in receiving emails from or sending emails to your nominated email address (including any email being designated as “junk mail” by any email account) except to the extent that we are negligent.
4. You are responsible for checking the accuracy and completeness of the Materials provided to you as part of the Services.
5. If the performance of any of our obligations in respect of the Services is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (“Customer Default”):
5.a. we shall without limiting our other rights or remedies have the right to suspend performance of the Services until the Customer Default is remedied, and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent that the Customer Default prevents or delays our performance of any such obligations;
5.b. we shall not be liable for any costs or losses sustained or incurred by you or anyone else arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 7.5; and
5.c. you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default on a full indemnity basis.
6. You will be able to upload and send your own contractcontent using the Services. You grant us and our network provider a royalty free, perpetual, irrevocable and worldwide licence to store, transmit or otherwise deal with any content you upload onthrough the Services.
7. Changes, suspensions and bans
1. We reserve the right at our absolute discretion to:
1.a. change (1) the SIM card associated with the Services, (2) change the Mobile Number or any other code or number relating to the Services, (3) the Materials, and/or (4) the Additional Services;
1.b. temporarily suspend the Services (or any part of the Services). If we suspend any of your Services, you will still be able to make emergency calls (unless they have been suspended at the request of the emergency services); and
1.c. bar certain numbers or Equipment on a temporary or permanent basis.
2. It is envisaged that such changes, suspensions or bans, as set out in clause 8.1, will likely arise for one or more of the following reasons although that may not always be the case:
2.a. for the purposes of complying with any legal or regulatory requirements;
2.b. to prevent fraud or some other crime;
2.c. to improve the Services,
2.d. to deal with any potential or actual breach of your or our security;
2.e. to prevent us suffering a direct loss;
2.f. to prevent abuse of the Services; or
2.g. to deal with an emergency.
3. We may:
3.a. change or withdraw some, or part, of the Services from time to time. This may be because of (1) changing technologies, (2) obsolescence, (3) new or different product features or regulatory requirements, (4) changing content providers or (5) the need to remove, replace or modify the contentMaterials;
3.b. also determine how the Services are presented and delivered to your mobile phone or are otherwise made available to you. We can change the way that they are presented, delivered or otherwise made available to you at any time; orand
3.c. review information held on the SIM card (such as updating or checking security information) from time to time as part of providing the Services.
4. We reserve the right at any time and without notice to bar your SIM card (either temporarily or permanently) to disconnect your SIM card from the Network thereby preventing you from making calls other than to the emergency services, texting or otherwise using some or all of the Services:
4.a. if you breach your obligations under clause 3.5, clause 7.1, clause 7.2 or clause 13.7;
4.b. any of the Equipment or the SIM card is reported stolen or missing or we reasonably believe such to be the case;
4.c. if we reasonably believe that there may be fraudulent or illegal use of your SIM card, the Services or Mobile Number or if we reasonably believe that there may be fraudulent or illegal payments being made to us in respect of the Services;
4.d. we reasonably believe you have provided false or misleading details about yourself;
4.e. if you are (or anyone else on your behalf is) abusive, threatening, persistently a nuisance or otherwise acts inappropriately or illegally towards any of our staff, agents or contractors; or
4.f. you do anything else that we reasonably believe might adversely impact our business or the services that we provide to other customers.
5. We can require you to pay a reasonable reconnection fee and otherwise introduce further conditions in respect of your use of the Services should we agree to unbar/reconnect your SIM card following us exercising our rights under clause 8.4.
6. During any period that you are barred from the Services, you shall still be obliged to make payments to us in accordance with clause 13 until the Agreement is terminated in accordance with these Terms.
PART 2 Equipment
8. The Order and Delivery
1. A description of the Equipment can be found on our Website http://www.greenfone.com. Any relevant charges payable by you for the Equipment are set out on our Website http://www.greenfone.com and will be confirmed in the Acceptance of Offer. You will pay for the Equipment in accordance with the requirements set out in the Acceptance of Offer. This will usually be either payment being made prior to despatch or payment being included as part of your first bill.
2. Unless otherwise specified in the Acceptance of Offer, the Equipment will be delivered to you to the address that you have given us for delivery at our risk and cost. Equipment should normally be delivered to you within 7 working days of you placing your Order with us however the Equipment may be delivered after this date and time of delivery is not of the essence. Our liability for failure to deliver the Equipment (whether caused by our negligence or not) shall be limited to:
2.a. in the case of Equipment provided to you on an “equipment only basis” either, at our option, delivering suitable replacement equipment to you or refunding you with the price paid for the Equipment;
2.b. in the case of Equipment provided to you as part of the Services either, at our option, delivering suitable replacement equipment to you or refunding the Monthly Subscription Charge(s) due from you under this Agreement together with any amount that you may have paid towards the Equipment.
3. The Equipment is your responsibility once it has been delivered to you. If you return the Equipment to us pursuant to these Terms prior to ownership of it passing to you, and that Equipment is damaged (other than for fair wear and tear) or has been altered or modified, we will be entitled to charge you a reasonable amount to cover the cost of repairing or replacing the Equipment (as appropriate).
4. We shall have no liability for any delay or failure to deliver the Equipment to the extent that such delay or failure is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any relevant instruction related to the supply of the Equipment.
5. If you fail to accept the Equipment on delivery, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under these Terms then we shall store the Equipment until, subject to clause 9.6, you collect the Equipment from us, and charge you for all related costs and expenses (including insurance) of doing so. In the case of the Equipment being provided as part of the Services, you will still be liable to pay any costs incurred by you pursuant to this Agreement in respect of the Services (such as the Monthly Subscription Charge) even though you are not in possession of the Equipment.
6. In the case of Equipment provided to you on an “equipment only basis”, if 14 days after you failed to accept delivery of the Equipment, you have not accepted or taken delivery of it, we may resell or otherwise dispose of part or all of the Equipment and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Equipment or charge you for any shortfall below the price of the Equipment.
7. You are not entitled to accept delivery of only part of the Equipment that you have ordered from us.
9. Quality of Equipment
1. If you are a consumer, we warrant that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Equipment shall, subject to any qualification or representation given by us to you in respect of the quality, nature and/or suitability of the Equipment:
1.a. conform in all material respects with their description;
1.b. be free from material defects in design, material and workmanship;
1.c. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
1.d. be fit for the purpose set out in our Acceptance of Offer.
2. If you are business, our warranty in respect of any particular Equipment shall be the same as the manufactures warranty relating to that Equipment.
3. We shall not be liable for the Equipment’s failure to comply with the warranty in clauses 10.1 or 10.2 (as may be applicable) if (1) you make any further use of such Equipment after giving notice in accordance with clause 11.1(a) or notified us of a Fault in the case of clause 11.2 (2) the defect arises because you failed to follow our oral or written instructions as to the use or maintenance of the Equipment (3) you alter or repair such Equipment without our written consent and/or (4) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
4. Except as provided in this clause 10, we shall have no liability to you in respect of any Equipment’s failure to comply with the warranties set out in clause 10.1 and 10.2 and your legal rights are excluded in so far as it is permissible by law.
10. Defective Equipment and returns
1. If you are a business customer:
1.a. in the unlikely event that the Equipment does not conform with these Terms (“Fault”), you must notify us of the Fault in writing no later than 5 working days after delivery of the Equipment or, where the Fault is a latent defect, discovery of the Fault (whichever is later). Where you have given notice to us of a Fault (setting out in reasonable detail the Fault, which Equipment is affected and when the Equipment was delivered), we may require you to return the Equipment to us to be checked, at your cost and, if so, you must return the Faulty Equipment to us in accordance with our returns policy in force at the time that the Equipment is to be returned to us. Once the Equipment has been checked to our satisfaction, and should the reported Fault be substantiated, then we will at our discretion, either (1) provide you with a full or partial refund (2) replace the Equipment in question or (3) repair the Equipment in question.
1.b. it is your responsibility to check the Equipment on delivery to ensure that the correct Equipment has been delivered and that there are no Faults with the Equipment. Other than as set out in clause 11.1(a) and subject to clause 14.4, we shall not be liable for any Fault. In all cases, taking delivery of the Equipment shall be deemed to be unconditional acceptance of the Equipment by you and that the correct Equipment has been delivered without any obvious damage or defect.
2. If you are a consumer, in the unlikely event that the Equipment is Faulty, please let us know as soon as possible after delivery. We may ask you to return the Equipment to us in accordance with our returns policy, in force at the time the Equipment is to be returned to us, at your cost to be checked. Should the Equipment subsequently be found to be Faulty, we shall refund to you the reasonable cost of returning the Equipment to us pursuant to this clause 11.2 subject to you providing us with a receipt showing the costs incurred by you in returning that Equipment to us. Once the Equipment has been checked to our satisfaction, and should the reported Fault be substantiated, then we will at our discretion, either (1) provide you with a full or partial refund (2) replace the Equipment in question or (3) repair the Equipment in question.
3. These Terms will apply to any repaired or replacement Equipment that we supply to you.
11. Title and risk
1. The risk in the Equipment shall pass to you on delivery or, if you wrongfully fail to take delivery, at the time delivery should have taken place. Ownership to the Equipment shall not pass to you until you have we have received payment in full (in cash or cleared funds) for the Equipment and any other equipment that we have supplied (or are due to supply) to you.
2. Until ownership of the Equipment has passed to you, you shall (1) hold the Equipment on a fiduciary basis as our bailee (2) store the Equipment separately from all other similar equipment held by you so that they remain readily identifiable as our property (3) not remove, deface or obscure any identifying mark relating to the Equipment (4) maintain the Equipment and any packaging in satisfactory condition (5) notify us immediately if you become subject to any of the events listed in clause 16.1(c) (6) give us such information relating to the Equipment as we may require from time to time (7) not pledge or in any way charge by way of security or otherwise encumber any of the Equipment and (8) keep the Equipment insured against all risks for its full price on our behalf from the date of delivery, but you may use the Equipment in a proper fashion in accordance with any instructions that we have given to you.
3. If, before ownership of the Equipment passes to you, you become subject to any of the events listed in clause 16.1(c), or we reasonably believe that any such event is about to happen and we notify you accordingly, then we may at any time require you to deliver up the Equipment and, if you fail to do so promptly, enter any of your premises or that of any third party where the Equipment is stored in order to recover it.
4. In addition to clause 12.3, you grant to us, our agents and employees, an irrevocable licence at any time to enter any premises where Equipment is or may be stored in order to inspect it, or, where your right to possession of the Equipment has terminated, to recover it.
5. Any mobile phones provided to you as part of the Services may be locked exclusively to our Network and therefore be unusable for use with any other network. Some, but not all, locked mobile phones can be unlocked to allow use with other networks. We are not obliged to grant you an unlocking code in respect of any mobile phone.
PART 3 GENERAL PROVISIONS
12. Price and payment
1. The price of the Services and/or Equipment will be as set out in our tariff list (which is published on our Website) in force at the time we accept your Order and which will be confirmed in our Acceptance of Offer. We may increase/decrease the price for the Services from time to time by giving you at least 30 days prior written notice of such changes.
2. You are liable for all charges in respect of the Services, whether such charges are incurred by you or someone else using your SIM card with or without your knowledge.
3. Subject to clause 13.6, if you are a Post-Paying Customer and we increase your Monthly Subscription Charge (excluding any goodwill or other credits that might have been applied to that charge):
3.a. by more than 15% in any given year of the Service Agreement; or
3.b. by more than the Retail Price Index inflation rate at the date upon which we notify you of the applicable price increase,
you shall have the right at any time prior to that increase coming into effect, to cancel the Services Agreement by proving us with 15 days prior written notice (irrespective of any Minimum Period applying to the Services). Should you terminate the Service Agreement pursuant to this clause 13.3, the Monthly Subscription Charge payable by you for the Services shall remain as that payable by you immediately prior to the said price increase taking effect and shall be payable up until termination of the Services Agreement takes place pursuant to your notice. If you fail to serve notice pursuant to this clause 13.3 within the 15 day period referred to above, you will be deemed to have accepted the increase to the Monthly Subscription Charge.
4. Subject to clause 13.6, we agree not to increase your Monthly Subscription Charge more than once in any 12 month period.
5. Subject to clause 13.6, we reserve the right to increase the charges for Additional Services at any time and by any amount on providing you with at least 30 days prior written notice. If you do not wish to accept the increase in charges for the Additional Services, you may terminate the relevant Additional Services to which the charge increases are made by giving 15 days written notice to us. Such notice must be served prior to relevant increase in the charges for Additional Services taking effect. If you fail to serve notice pursuant to this clause 13.5 within the 15 day period referred to above, you will be deemed to have accepted the increase to the charges for Additional Services. You will be liable to pay the increased Additional Services charges, once those increases become effective, until the Additional Services are cancelled by you pursuant to this Agreement.
6. Clauses 13.3, 13.4 and 13.5 shall not apply where the increase in the amounts payable by you for the Services is the result of a requirement by the government or a competent regulatory body (“Legal Requirements”). This includes, but is not limited to, any increase in VAT or any other tax or the imposition of any new tax. In such instances we may increase the charges payable by you to the extent necessary to meet the Legal Requirements.
7. Where you are a Post-Paying Customer, you must pay your monthly bill by the date for payment stated in the relevant bill. If you are a Pre-Paying Customer, you must pay for the relevant Services prior to them being used by you by acquiring pre-paid minutes. If you fail to make any payments within the due date set out in this clause 13.7 then we may charge interest at the rate of 4% above the base rate of HSBC Bank plc per annum on the amount overdue. Such interest shall accrue on a daily basis from the first day that payment is overdue until the payment is made by you. If you make any partial payment of the overdue amount, we reserve the right to first apply such payment to paying off any interest due on the overdue amount rather than the overdue amount itself.
8. In the case of Post-Paying Customers, unless otherwise agreed by us in writing, payments due from you to us must be made through a monthly direct debit payment. If paying by direct debit, please note that Greenfone Limited has appointed the BACS Approved Direct Debit Bureau, Eazy Collect Services Limited (www.eazycollect.co.uk), to collect your payments. Greenfone Ltd will be shown on your bank statement for your direct debit payments. We reserve the right to charge you an additional administration charge should we agree to you paying by some other means. Pre-Paying Customers will only be credited with pre-paid minutes once the relevant payment for them has been received by us in cleared funds (whether by credit/debit card, cheque or some other means). Pre-paid minutes will only be valid for 30 days from the date of purchase. You will lose the right to use any unused minutes after this time period has expired and shall not be entitled to a refund in respect of any such unused minutes.
9. Any payments due from you in respect of the Services must be paid into our nominated bank account notified to you from time to time. Our nominated account details are available from our help desk and in the case of a Post-Paying Customer, also appear on each monthly bill.
10. In respect of call charges:
10.a. call charge rates that are dependent on the time of the day that they are made will be charged at the call charge rate applicable at the time that the call starts;
10.b. call charge rates are stated to be by the minute but are chargeable by the second;
10.c. each call charge is calculated (excluding any applicable VAT) in pounds sterling to the nearest 3 decimal places and then aggregated with all the other call charges payable by you in the relevant period being calculated. The aggregate call charge for the relevant period will be rounded up to the nearest pence;
10.d. VAT is only added to the bill (where relevant) when all charges for the Services have been aggregated; and
10.e. if it has been agreed that you will pay a minimum call charge fee and the call charge fee for the relevant period is less than that minimum, you agree to pay the amount of the minimum call charge fee.
11. Any VAT payable by you will be charged at the prevailing rate at the time that the bill is prepared and will be rounded down to the nearest penny.
13. Limitation of liability
1. Subject to clauses 14.2 and 14.3, if we fail to comply with these Terms:
1.a. if you are a business customer, we shall not be responsible for any losses that you suffer as a result, except for those losses which are a foreseeable consequence of our failure to comply with these Terms; and
1.b. if you are a consumer, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence of your or our failure to comply with these Terms (as the case may be).
2. Subject to clause 14.3,
2.a. if you are a business customer, we shall not be responsible for losses that result from our failure to comply with these Terms; or
2.b. if you are a consumer, neither of us shall be responsible for losses that result from a failure to comply with these Terms which fall into the following categories: (1) loss of income or revenue, (2) loss of profit, (3) loss of business, (4) loss of anticipated savings, (5) loss of data or (6) any waste of time,
and in the case of a consumer, nothing in this clause 14.2 shall prevent claims for foreseeable loss of, or damage to, your physical property.
3. We have no liability for the deletion, loss or corruption of any Materials transmitted or maintained by our Network except to the extent that we are negligent.
4. Nothing in these Terms excludes or limits in any way our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, any breach of the obligations implied by section 12 of the Sale of Equipment Act 1979 or section 2 of the Supply of Goods and Services Act 1982 or any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability. If you are a consumer, the terms of this aAgreement will not affect any of your statutory rights which you have, which cannot be excluded by this aAgreement. For more information on your statutory rights, contact your local authority Trading Standards Department or Citizen’s Advice Bureau.
5. Our and our network provider’s entire liability under or in connection with this Agreement shall not exceed the price paid by you for the Equipment where our agreement is on an “equipment only basis” and where you have a Services Agreement with us £3,000 for one claim or a series of related claims.
6. Insofar as is permissible by law only those terms, conditions and warranties expressly set out or referred to in this Agreement shall apply to the Agreement.
14. Events outside our control
1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event).
2. A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
2.a. acts of God, explosion, flood, tempest, storm, fire, earthquake, subsidence, pandemic, epidemic or other natural disaster;
2.b. civil commotion, insurrection, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, sabotage;
2.c. acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
2.d. import or export regulations or embargoes;
2.e. strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or of a third party);
2.f. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
2.g. power failure or breakdown in machinery;
2.h. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
2.i. impossibility of the use of public or private telecommunications networks.
3. Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform our obligations under these Terms for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
15. Terminating the Agreement
1. In addition to any other rights that we may have pursuant to these Terms, we may terminate the Agreement with immediate effect if:
1.a. you do not make the payments as they fall due in accordance with clause 13.7;
1.b. you breach these Terms in a material way and, where the breach is remediable, do not remedy the breach within 7 days of us asking you to do so;
1.c. you become unable to pay your debts when they fall due or proceedings are commenced by or against you alleging that you are bankrupt or insolvent; or
1.d. you become deceased;
1.e. we reasonably expect that any of the events set out in clauses 16.1(a) to 16.1(c) above are likely to occur.
2. wWe may terminate this Agreement if there is no network access or Servicesincluding, but not limited to, being unable to access or no longer have access to other network operators’ networks (which is needed to provide the Services), or we are no longer able to provide the Services *** by and ourfor reasons outside of our control or because we cease to carry on our business.
3. You may terminate the Services Agreement by giving us at least 30 days prior written notice. Subject to clause 16.4, if you do so during the Minimum Period, in addition to the payments due from you up to termination, you must pay us not less than the Monthly Subscription Charges and any charges for Additional Services which would have been payable by you from the termination date to the end of the Minimum Period had you not terminated the agreement in one lump sum within 30 days of the termination being effective. We may reduce the amount payable under this clause 16.3 at our discretion and details of the actual payment we will require you to make can be obtained by contacting our customer services department via email to hello@greenfone.com by calling 0844 556 2600.
4. You may terminate this Agreement at any time upon giving notice to us and without penalty should we:
4.a. breach this Agreement in a material way and, where the breach is remediable, we do not remedy the breach within 7 days of you asking us to do so;
4.b. we go into liquidation or an administrator or receiver is appointed over our business; or
4.c. we change the terms of the Agreement to your significant disadvantage providing that you do not affirm or otherwise agree to such changes or are deemed to have done any of the same and such changes (by, for example, continuing to use the Services) and any such changes:
4.c.i. are not due to changes to the law, government, regulation or licence which affects us; or
4.c.ii. do not solely relate to Additional Services.
4. If you are a consumer, any statutory rights which you may have, which cannot be excluded or limited, will not be affected by this sectionclause 16. For more information on your statutory rights, contact your local authority Trading Standards Department or Citizen’s Advice Bureau.
5. If this aAgreement ends, we will Disconnect you and you will not be able to use the Services or make emergency calls.

16. cancelling ORDERS (Consumers Only)
1. Where you are buying Equipment and/or Services as a consumer, within the meaning of the Consumer Protection (Distance Selling) Regulations 2000 (as amended) you shall, subject to clause 17.3 be entitled (by notice in writing to us) to cancel this Agreement within 8 working days of receiving the Equipment or, in the case of Services, 8 working days of entering into the contract with us for the supply of the Services (the “Cooling Off Period”). Following such cancellation and subject to the return of the Equipment to us (if any), and subject to clause 17.3, we will refund all amounts paid by you to us for the purchase of the Equipment from us.
2. We reserve the right to deduct from such refund referred to in clause 17.1, any amounts owed by you to us, including any charges for your use of the Services during the Cooling-Off Period and any costs of collecting the Equipment from you (if relevant).
3. In order to cancel this Agreement pursuant to clause 17.1 you must return all the Equipment undamaged, in its original packaging with proof of purchase in accordance with our returns policy available on our web site http://www.greenfone.com. Provided that you return the Equipment to us in accordance with this clause 17.3, then we shall pay the reasonable postage costs of returning the Equipment to us.
4. If you fail to return the Equipment in accordance with our returns policy we may arrange to collect the Equipment from you and shall be entitled to deduct from the amounts due to you following such cancellation, a reasonable amount representing the costs of us collecting the Equipment from you.
5. You may use the Equipment and Services during the Cooling Off Period. If you do so, you will be liable to pay for the Services used by you, including a pro rata proportion of the Monthly Subscription Charge (if relevant) for each day the you use the Services.
6. Nothing in this clause 17 affects any of your statutory rights.
17. Miscellaneous provisions
1. We may make reasonable changes to the terms of our Agreement from time to time. These changes might be made to reflect such things as, but not limited to, changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements or changes in our system capabilities. All changes will be posted on our Website. It is your responsibility to check for any changes on a regular basis. If we consider, in our reasonable opinion, that any changes to our Agreement that we propose to make are significantly to your disadvantage, we will give you 30 days prior written notice of such changes. For the purposes of this clause 18.1, we may send such notices to you by text to your Mobile Number. You may not make changes to this Agreement without our prior written consent.
5.1. All rights, including copyright in the Services and Materials and their content, belong to us, our network provider, or our licensed source, such as a content provider. We and they reserve all our and their rights.
5.2. [The ‘3’ trade mark and other related images, logos and names on the Services are proprietary marks of the Hutchison Whampoa group of companies. We and they reserve all our and their rights.]

2. You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.
3. All notices sent by you to us pursuant to these Terms must be sent to us at Greenfone Limited, Active Business Centre, Bury St Edmunds, Suffolk, IP33 3PH, UK. We may give notice to you at the email address that you provide to us for this purpose.
4. If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
5. You shall not be entitled to set off any amounts that we owe to you against amounts you owe to us.
6. If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
7. You agree that we and our network provider can process your personal data which we collect or which you submit to us during any sales or registration process or as part of us providing Services to you, for a number of purposes, including to open and manage your account (if applicable) with us in respect of the Services, to deliver Equipment and/or any Services, or credit checking and or fraud prevention (subject to your preferences) as set out in our ‘Privacy Notice’ [insert linkLINK].
6. We may pass and share your personal information to our network provider, other communications service providers and network operators for the detection and prevention of theft and fraud, and to carry out any activities or disclosures to comply with any regulatory, government or legal requirement.
7. If you use Services from a country outside the UK, it may be necessary to transfer your information to that country. If that country is outside of the EEAEuropean Economic Area, the treatment of your personal information may be subject to laws and regulations applying in that country and which may not protect your information to the same standards applying in the United Kingdom and the European Economic Area.
8. You confirm that you have full contractual capacity to agree to the agreement.

8. Except provided in clause 18.14, a person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
9. This Agreement is entered into by us for the benefit of us and our network provider.
10. For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is intended that our network provider will have the right to enforce any rights conferred on it under this Agreement and to that extent, our network provider will have the same rights against you as would be available if they were a party to this Agreement.
11. These Terms shall be governed by English law and you and us both agree to the exclusive jurisdiction of the English courts.