MAJESTIC VENTURES GROUP LIMITED
TERMS AND CONDITIONS FOR
GENERAL BUSINESS MOBILE SERVICES
1 DEFINITIONS AND INTERPRETATION
1.1. In these terms and conditions (Terms) the following words shall have the following meanings:
Agreement the agreement between you The Customer and MVG for the supply of the Services in accordance with the Order and these Terms.
Artificially Inflated Traffic the flow of calls to any particular revenue share service which is, as a result or consequence of any activity by or on behalf of the Customer, disproportionate to the flow of calls which would be expected from good faith commercial practice and usage of the Network.
Bonus any introductory or anniversary bonus or credit made available to the Customer by MVG or MVG’s supplier. The financial value of the bonus shall be specified in the Order or otherwise notified to the Customer by MVG in writing.
Call Charge the charges for calls made on the System (including reverse charge calls) as notified to the Customer from time to time and payable by the Customer to MVG for the Services.
Charges any or all of the charges and fees payable by the Customer for the Services pursuant to the Agreement.
Confidential Information any and all information whether disclosed in written or oral or machine-readable form or otherwise including without limitation information relating to MVG’s services, equipment, operations, knowhow, trade secrets and information of commercial value;
Connection Charge the non-refundable charge (if any) payable by the Customer for installation and connection to the System as specified in the Order or otherwise notified by MVG in writing.
Customer, you the individual, company, entity, organization or business that purchases the Services from MVG.
DPA the Data Protection Act 1998
Early Termination Fee means:
(a) the Monthly Access Charge for each Line supplied by MVG until the end of the Minimum Period (and any additional Minimum Period) of each Line or handset supplied; and
(b) the pro rata amount of any Bonus paid (in cash and/or in kind) to the Customer by MVG in respect of any existing Line until the end of the Minimum Period.
Equipment any equipment (including without limitation handsets) supplied by MVG to the Customer, as specified in the Order or otherwise notified by MVG in writing.
Gateway any equipment containing a SIM which enables the routing of calls from fixed apparatus to equipment by establishing a mobile to mobile call.
General Business Mobile Agreement By accessing or using any services provided by MVG (hereafter referred to as “the Company”), the customer agrees to be bound by the general
terms of service outlined herein. These general terms of service apply in cases where no pre-existing long-standing or bespoke agreement has been established between the Company and the customer.
The customer acknowledges and accepts that the general terms of service encompass all conditions, provisions, and obligations associated with the use of the Company’s services, including but not limited to payment terms, usage limitations, intellectual property rights, data privacy, and confidentiality.
In instances where the customer and the Company have mutually agreed upon a full bespoke agreement that supersedes the general terms of service, the provisions outlined in the bespoke agreement shall prevail over the general terms. Such bespoke agreement must be documented and signed by authorized representatives of both parties.
It is the customer’s responsibility to thoroughly review the general terms of service before engaging with the Company’s services. If the customer does not agree to the general terms of service, they should refrain from using the Company’s services.
Please note that these general terms of service are subject to change at the discretion of the Company. Any modifications or updates to the terms will be communicated to the customer through appropriate means. Continued use of the services following any changes constitutes the customer’s acceptance of the modified terms.
If you have any questions or concerns regarding the general terms of service, please contact the Company’s designated representative for further clarification.
IPR patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
Line one or more cellular connections that are connected to the network via a SIM(s).
Minimum Period Twenty four (24) months (or such other period as is set out on the Order OR Activation of services, either via Order form or electronic mail) from the date of connection for each Line to the Network Provider’s network or date of delivery of a handset upgrade whichever is later. Where MVG provides further Equipment in respect of any Line at a subsidised rate (upgrade) or financial support in lieu of Equipment (upgrade support) then the Minimum Period that relates to that Line is extended by a further Minimum Period from the date of the
supply of the upgrade or upgrade support, or such other period as has been agreed between the Parties in writing.
Minimum Spend the minimum value of Call Charges (excluding VAT) per calendar month (or pro rata in relation to the first and final months) per Line as specified in the Order or otherwise notified by MVG averaged over the total number of Lines supplied by MVG to the Customer.
Monthly Access Charge the monthly charge per Line to obtain the Services, as set out in the Order or otherwise notified to the Customer by MVG in writing
Network the network operated by a Network Provider.
Network Provider a network provider who operates a Network in accordance with an agreement between the Network Provider and MVG.
OFCOM the Office of Communications regulatory Body
RPI The Retail Prices Index or any official index replacing it.
Services the business mobile services as set out in the Order and that MVG agrees to supply to the Customer.
SIM a subscriber identification module.
MVG, We Majestic Ventures Group Limited (Company Number: 09771128) whose Registered Office is at 34 SOUTH MOLTON STREET, LONDON, W1K 5RG.
System the Network that MVG uses to provide the Services.
Working Day 09:00 to 17:30 Monday to Friday but excluding public holidays in the United Kingdom recognised by MVG.
1.2 Construction. In these Terms, the following rules apply:
1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2. a reference to writing or written includes faxes and e-mails.
1.2.3. a reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.2.4. headings in the Agreement shall not affect interpretation.
2. ORDERS AND MINIMUM PERIOD
2.1. The Order constitutes an offer by the Customer to purchase the Services in accordance with
these Terms.
2.2. No order placed by the Customer shall be deemed accepted by MVG until the Order is accepted by MVG in writing or (if earlier) MVG provides the Services to the Customer and if the customer has ordered a connection via the online order form and or electronic email.
2.3. Once an Order has been accepted by MVG, the Customer may not cancel an Order.
2.4. MVG shall be under no obligation to provide the Services until acceptance of the relevant of the relevant order by MVG. MVG may accept or reject an Order at its sole discretion.
2.5. The Agreement for each Line shall commence on the date of connection by MVG to the Network and will continue for the Minimum Period. The commencement date for each Line may vary and the Minimum Period will apply to each individual Line.
2.6. The Customer may place orders for further Lines or Equipment after the date of the original Order. If MVG accepts such orders, they will become an Order for the purposes of the
Agreement and these Terms will apply.
2.7. The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or
warranty made or given by or on behalf of MVG which is not set out in the Agreement.
2.8. These Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. THE SERVICES
3.1. In order for MVG to enable the Customer to use the Services the Customer agrees to comply with the following:
3.1.1. the Customer will comply with and implement such terms and codes of practice, procedures and directions as are established and/or adopted by the network (O2) in relation to any numbers and/or the allocation, re-allocation and/or transfer of them.
3.1.2. the Customer will comply with such procedures as MVG may notify from time to time in relation to the ordering management and the use of the SIMs.
3.2. The Customer will not have any rights in numbers allocated to it, except as expressly set out in the Agreement.
3.3. If any number allocated to the Customer remains unconnected to or is disconnected from the Network for any reason for a continuous period of two (2) months, MVG may withdraw and re-allocate to a third party without liability on notice to the Customer.
3.4. The Customer shall indemnify MVG against all costs, damages, expenses and losses and reasonable professional costs and expenses suffered or incurred by MVG arising out of or in connection with the misuse of the Services, as set out in clause 6 by the Customer.
4. SUPPLY OF EQUIPMENT
4.1. MVG may supply certain Equipment to the Customer as set out in an Order. MVG shall use reasonable endeavours to meet any agreed delivery dates for Equipment but will not be liable for a failure to do so. Time shall not be of the essence in respect of delivery dates.
4.2. The Customer will pay the cost of delivery in addition to the price of the Equipment. The Customer will have three (3) days to inspect the Equipment. Upon expiry of the three (3) days the Equipment will be deemed accepted by the Customer.
4.3. In relation to Equipment purchased by the Customer from MVG:
4.3.1. the Equipment is at the risk of the Customer from the time of delivery;
4.3.2. ownership of the Equipment other than Equipment provided to the Customer free of charge shall pass to the Customer on the later of completion of delivery or when MVG has received in full in cleared funds all sums due to it in respect of
4.3.2.1. the Equipment; and
4.3.2.2. all other sums which are or which become due to MVG from the Customer on any
account.
4.4. In relation to Equipment loaned to the Customer free of charge:
4.4.1. risk in such Equipment will pass immediately to the Customer when they leave the physical possession or control of MVG;
4.4.2. risk in such Equipment will not pass back to MVG from the Customer until such Equipment is back in the physical possession of MVG;
4.4.3. ownership of such Equipment remains at all times with MVG. The Customer has no right, title or interest in such Equipment except that they are provided to the Customer for the duration of and on the terms of the Agreement;
4.4.4. the Customer cannot deal with the ownership or any interest in such Equipment. This includes but is not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any rights to withhold, disposing and/or leasing.
4.5. Risk in the SIMs shall pass to the Customer on delivery. Ownership of SIMs remains at all times with MVG or the Network Provider. The Customer has no right, title or interest in the SIMs except that they are provided to the Customer for the duration of and on the terms of the Agreement.
4.6. The Customer shall ensure that any equipment (excluding the Equipment provided by MVG) that it uses in connection with the Services meets any legal or regulatory requirements and is approved for connection to the System. If not, the Customer must immediately disconnect it or allow MVG to do so at the Customer’s expense.
4.7. The Customer shall be responsible for any loss or damage to the Equipment caused by an act or omission or negligence of the Customer, and shall (subject to any manufacturer’s warranty) also be responsible for the maintenance of the Equipment.
5. MVG’S GENERAL OBLIGATIONS
5.1. MVG shall supply the Services to the Customer from the commencement date for the term of the Agreement and in accordance with these Terms.
5.2. MVG shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and MVG shall notify the Customer in any such event.
5.3. MVG shall use reasonable endeavours to meet any agreed dates but shall not be liable for failure to meet them. Time shall not be of the essence of the Agreement.
5.4. The Customer shall report any fault to the Services or the Equipment to MVG’s Customer Services Department, where it will be dealt with in accordance with the agreed fault repair service. MVG shall not be obliged to fix any fault if:
5.4.1. the defect arises because the Customer failed to follow the manufacturers user manual or other documentation available from the manufacturer or MVG’s oral or written instructions as to the storage, use or maintenance of the Services or Equipment or (if there are none) good trade practice;
5.4.2. the defect is caused by improper use of the Equipment or use outside its normal application;
5.4.3. the defect arises due to circumstances set out in Clause 5.7.2;
5.4.4. the defect arises due to normal wear and tear; or
5.4.5. the Customer, its employees, agents or subcontractors alter or repair the Equipment without the prior written consent of MVG.
5.5. MVG shall not be liable for any fault whether under Clause 5.4 or otherwise unless:
5.5.1. the Customer gives written notice of the defect to MVG within seven (7) days of the time when the Customer discovers or ought to have discovered the fault or defect; and
5.5.2. after receiving the notice, MVG is given a reasonable opportunity to investigate such fault and the Customer (where applicable and if asked to do so by MVG) returns the Equipment to MVG’s place of business in its original packaging.
5.6. MVG will request the Network Provider to connect the Customer to the System. MVG cannot be responsible for the coverage or quality of service that the Customer receives from the System.
5.7. MVG shall exercise the reasonable care and skill of a competent telecommunications operator. The Customer acknowledges that:
5.7.1. MVG cannot guarantee that the Services will be available without interruption or will be free from error; and
5.7.2. the operability and quality of the Services, both in and out of the UK, may sometimes be affected by factors outside MVG’s or Network Provider’s control including without limitation coverage area, local physical obstructions, atmospheric conditions, features or functionality of the Services, network coverage and other interference with reception both natural and manmade;
5.7.3. the Services and the Equipment has not been developed to meet their individual requirements and that it is therefore the Customer’s responsibility to ensure that the
facilities and functions of the Services and the Equipment meets their requirements;
5.7.4. the existence of any minor errors in the Services or the Equipment shall not constitute a breach of the Agreement;
5.7.5. MVG or the Network Provider may at any time and without liability modify, expand,improve, maintain or repair the Services and this may require suspension of the operation or provision of the Services.
5.8. Unless otherwise agreed in writing, the Customer will receive the manufactures standard warranty in relation to all Equipment. It is acknowledged and agreed that no warranties or representations are made by MVG in relation to such Equipment and MVG shall have no obligations to the Customer in relation thereto. MVG will endeavour to provide, in respect of any Equipment, the benefit of the warranty that the supplier of the Equipment has provided to MVG or any additional warranty expressly provided by MVG in writing. The Customer will only be able to rely on any warranty if it can show that it has used the Equipment in accordance with any documentation or reasonable instructions provided by MVG.
5.9. Notwithstanding Clause 7.12 the Customer acknowledges that, in respect of any international
roaming services forming part of the Services:
5.9.1. such service will only be available in those countries where MVG or MVG’s third party supplier has international roaming agreements from time to time; and
5.9.2. certain additional terms and conditions may be imposed by third party operators on MVG which may affect MVG’s provision of the Services.
6. THE CUSTOMER’S OBLIGATIONS
6.1. The Customer may only use the Services:
6.1.1. as laid out in the Agreement; and
6.1.2. for their own use. The Customer may not resell or commercially exploit any of the Services without the prior written consent of the Company.
6.2. The Customer shall not utilise and shall ensure that no other person uses the Services:
6.2.1. for storing, reproducing, transmitting, communicating or receiving any material in breach of any law, regulation, code of practice or in breach of MVG’s acceptable use policy; or
6.2.2. fraudulently or for any criminal, unlawful, immoral or illegal purpose or in a manner that is contrary to any regulatory or legal requirement; or
6.2.3. to make defamatory, offensive, obscene, indecent, menacing, abusive, nuisance or hoax calls; or
6.2.4. for accessing age restricted services (where the user is under 18); or
6.2.5. to cause annoyance, inconvenience or needless anxiety to any person; or
6.2.6. contrary to any codes of practice or instructions that MVG may give to the Customer from time to time; or
6.2.7. to download, send or upload content of an excessive size, quantity or frequency or knowingly send any viruses. MVG will contact the Customer if the Customers use is
excessive; or
6.2.8. in violation of any applicable local, national, or international law or regulation; or
6.2.9. in a manner which infringes the rights of any person, including intellectual property rights and rights of confidentiality.
6.2.10. The Customer recognises and accepts that the Services may be suspended without prior notification in the case of suspected fraud or misuse.
6.3. The Customer shall not:
6.3.1. establish, install or use a Gateway so that services are provided via a Gateway; or
6.3.2. participate in any activities or conduct which may result in Artificially Inflated Traffic.
6.4. MVG shall have the right to deny access to the Services by any handset or Equipment:
6.4.1. which adversely affects the operation of the System or provision of the Services; or
6.4.2. which will or may adversely affect the operation of the System or any other third party network or provision of the Services; or
6.4.3. if MVG suspects fraudulent, criminal or illegal activities are being carried out, or are likely to be carried out, via that handset or the Equipment, whether or not such handset or Equipment has been approved or tested by MVG.
6.5. The Customer shall co-operate with and comply with at all times:
6.5.1. any codes of practice, operating procedures and any other technical requirements of MVG as may be notified to the Customer from time to time;
6.5.2. MVG’s reasonable instructions to ensure the proper use and security of the Services.
6.6. The Customer must report to MVG as soon as the Customer becomes aware of any loss, fraud, deception, or unauthorised or unlawful use relating to the Equipment, SIM or Services and/or the Agreement and, the Customer will be responsible for all Charges incurred up to the point that the Customer notifies MVG of the loss as per 8.4.
7. CHARGES AND PAYMENT
7.1. The Customer shall pay the Charges.
7.2. MVG shall send an invoice to the Customer for:
7.2.1. the Connection Charge when the Services are available to the Customer;
7.2.2. for the Monthly Access Charge and any SIM charge monthly in advance;
7.2.3. for the Call Charges after the end of the month in which the relevant calls were made; and
7.2.4. for Equipment at any time after MVG accepts an Order from the Customer for that Equipment.
7.3. The Customer shall pay the full amount invoiced by MVG by direct debit (or such other method of payment agreed in writing with MVG, within fourteen (14) days of the date of invoice. If the Customer’s credit rating decreases at any time, MVG shall be entitled to revise the credit terms to require payment upon invoice or in less than fourteen (14) days.
7.4. The Customer shall pay the Charges in pounds sterling without set-off or deduction.
7.5. The Charges are exclusive of Value Added Tax, which shall be payable by the Customer in addition to the Charges at the rate applicable from time to time.
7.6. Time for payment of the Charges shall be of the essence of the Agreement.
7.7. If the Customer fails to make payment in full by the due date, in addition to MVG’s right to suspend the Services as set out in Clause 8.1, MVG may charge interest at the rate of 4% per annum above the base rate of Santander Bank on any amounts outstanding from the due date for payment until payment is made in full.
7.8. MVG reserves the right to vary the Charges on the basis that said charges have been imposed by
a third-party ONLY. Such variations shall be provided in writing and published at https://majestiit.com/ at least 28 days before such changes come into effect. Third-party include manufacturers, suppliers, OFCOM including other regulatory bodies. As much notice as is reasonably practicable. It is agreed that MVG will make the customer aware before any increase in writing and with the maximum notice period.
7.9. Subject to Clause 7.11, the Customer may terminate the Agreement by providing 30 days’ notice in writing if MVG increase the Charges pursuant to Clause 7.8 and that increase is to the material disadvantage of the Customer, provided that such notice is provided to MVG within 30 days of the date that the change is notified to the Customer.
For the avoidance of doubt, any increase to the Charges that would not have increased the Customer’s immediately previous monthly total bill for that specific Service (if the increase(s) had applied for the whole of that month) by more than the RPI annual inflation rate at the date MVG notifies the Customer of the applicable increase in the Charges shall not constitute a material disadvantage to the Customer under this Clause 7.9.
7.10. If the Customer terminates the Agreement pursuant to Clause 7.9, the Customer will be required to pay the Charges incurred prior to the date of termination, but, in this event, shall not be liable to pay any Early Termination Fees.
7.11. The right to terminate a Service pursuant to Clause 7.9 shall not apply where the increases in the Charges:
7.11.1. has been agreed by the Customer; and/or
7.11.2. arise as a consequence of a change in prices made by third party manufacturers, suppliers
(including Network Operators) or a regulatory body.
7.12. The Charges, unless expressly agreed otherwise, are based upon there being facility to make international calls or to make or receive calls whilst abroad. In the event that the Customer uses the Services abroad, Call Charges will include incoming calls received whilst abroad.
7.13. The Customer shall pay all Monthly Access Charge and Call Charges whether the Customer or someone else uses the Services (including use following a theft or loss of the Equipment up to the point that the Customer notifies MVG of the loss as per 6.6 & 8.4). The Call Charges will be calculated using the details recorded or logged by MVG and not details recorded by the Customer.
7.14. The Monthly Access Charge shall continue to be payable during any period of suspension or restriction whether or not requested by the Customer in addition to any Charges for such suspension or restriction.
7.15. If the Network Provider exercises any right against MVG to withhold or claw-back payments made by the Network Provider to MVG, MVG shall be entitled to charge, claw-back or adjust payments, tariffs or discounts made or given by MVG to the Customer to the extent that they are based on payments from the Network Provider.
7.16. If the Customer receives a discount on MVG’s standard tariff and/or line rental and the Agreement is terminated (other than validly by the Customer under Clause 7.9 or Clause 9.4) prior to expiry of the Minimum Period, then MVG shall be entitled (without prejudice to any other rights) to charge the Customer the difference between MVG’s standard tariff and line rental and the discounted tariff or line rental for all calls made for the period prior to the date of termination.
7.17. MVG is not able to raise billing queries with the Network Provider unless made within six (6) months of the date of the Network Provider’s invoice for call charges (the Dispute Period). Accordingly the Customer agrees that it shall not be entitled to raise any billing enquiries relating to Call Charges unless MVG receives notice in writing prior to six (6) months from the date of MVG’s invoice.
8. SUSPENSION AND VARIATION OF THE SERVICES
8.1. MVG reserves the right (at its option) to terminate the Agreement or suspend or vary the Services without notice and without incurring any liability to the Customer:
8.1.1. if MVG is obliged or requested to comply with an order or instruction of, or a recommendation or request to take such action received from the Government, OFCOM,
Radio Communications Agency, an emergency services organisation or a competent administrative authority;
8.1.2. if MVG reasonably believe the Customer has provided false or misleading details about the Customer;
8.1.3. if MVG reasonably suspects or believes that the Customer is in breach of Clause 6.2 or Clause 7; or
8.1.4. if MVG needs to modify, expand, improve, maintain or repair the Services or vary Network capacity;
8.1.5. if MVG needs to vary the technical specification of the Services in order to comply with any relevant law or regulation or direction from a competent authority;
8.1.6. if MVG advises the Customer that the Customers excessive use of Services is causing problems for other users, and the Customer is continuing to use the Services
excessively;
8.1.7. if MVG receives a serious complaint against the Customer which MVG believes to be genuine;
8.1.8. if MVG reasonably believes that the Customer has used the Services for illegal or improper purposes in contravention of MVG’s acceptable use policy or requirements;
8.1.9. if the Customer fails to comply with its obligations under the Agreement including the obligation to pay the Charges; or
8.1.10.the Customer’s credit rating decreases at any time, and the Customer fails to supply reasonable security in response to a request from MVG; or
8.1.11. MVG is advised by the Network Provider that it is necessary or desirable because of technical problems or work on the System or for reasons of safety; or
8.1.12.the Network Provider suspends its agreement with MVG.
8.2. MVG shall have the right, without notice, to suspend or deny access to the Network:
8.2.1. by any equipment which will or may adversely affect the operation of the Network or provision of the Services whether or not such equipment has been approved or tested
by MVG; or
8.2.2. if MVG suspects fraudulent, criminal, immoral or illegal activities are being carried out, or are likely to be carried out, via that equipment,
8.2.3. whenever it in its absolute discretion it considers necessary or desirable in order to monitor or reduce the incidence of fraud
8.3. MVG will use its reasonable endeavors to notify the Customer promptly of the details of any incident where MVG has relied on its rights under Clause 8.2.3.
8.4. The Customer will be responsible for all Charges incurred in respect of the Services even if such Charges were incurred through, or as a result of, fraudulent or unauthorised use of the Services (other than by MVG or its representatives). MVG is not obliged to detect unauthorised or fraudulent use of the Services. In cases where Charges are incurred due to a lost or stolen handset or SIM card the customers’ liability for call Charges shall end at the point at which they notify MVG and request a bar to be place on the SIM card.
8.5. The Customer shall reimburse MVG for all reasonable costs and expenses incurred as a result of the suspension and any recommencement or variation of the Services where suspension or variation is implemented as a result of any act or omission of the Customer, its employees, agents or subcontractors.
9. TERMINATION
9.1. The Customer may:
9.1.1. terminate the Agreement (without incurring any Early Termination Fee) after the Minimum Period has expired by giving a minimum of three (3) months prior written notice to MVG such notice to expire on or at any time after the end of the Minimum Period for any applicable Line. The Customer will continue to comply with the terms of the Agreement in relation to any subsisting Lines but will not be able to order any new Lines after such termination.
9.1.2. terminate the Agreement before the Minimum Period has expired by giving a minimum of 90 days prior written notice to MVG but will have to pay the Early Termination
Fee to MVG unless the Customer has terminated the Agreement pursuant to Clause 7.9, Clause 9.4 or Clause 12.2.
9.2. MVG may terminate the Agreement for each Line by giving a minimum of four (4) weeks written notice, to be served on or at any time after the end of the Minimum Period for any
applicable Line.
9.3. Termination of the Agreement pursuant to Clause 7.9, Clause 9.4 or Clause 12.2 will automatically terminate all Lines from the date of termination of the Agreement.
9.4. Either Party may immediately terminate the Agreement by written notice if the other party:
9.4.1. commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
9.4.2. commits a material breach that is not capable of being remedied; or
9.4.3. commits an act of bankruptcy or goes into or is put into liquidation (other than solely for the purposes of a reconstruction or amalgamation) or if a receiver or administrator is appointed over all or part of the other Party’s assets or the other Party suffers seizure of any of its property for non-payment of monies owing.
9.5. MVG may, without prejudice to any of its other rights under the Agreement, terminate the Agreement with immediate effect by notice in writing without liability to the Customer in the event that:
9.5.1. MVG is not, for whatever reason, permitted or authorised to provide the Services;
9.5.2. the Network Provider terminates its agreement with MVG; PAGE 16
9.5.3. MVG reasonably considers that the breach, act, omission or default of the Customer may result in MVG’s failure to comply with any applicable legislation or may place MVG in breach of its agreement with the Network Provider;
9.5.4. use by the Customer of the Network or the Services is, or is likely to cause damage to, interrupt or otherwise prevent MVG from supplying the Services to other customers or complying with obligations owed to other customers;
9.5.5. the Customer fails to pay the Charges when due;
9.5.6. such action is required in order to comply with any legislation;
9.5.7. MVG has reasonable grounds to suspect that the Customer is involved in fraudulent or other unlawful activity.
9.6. If the Agreement is signed before MVG has completed its credit check of the Customer, MVG shall be permitted to terminate the Agreement immediately by written notice if the Customer fails to pass MVG’s credit policy.
9.7. MVG shall be permitted to terminate the Agreement immediately by written notice at any time for the reasons set out in Clauses 8.1.1 and 8.1.3.
9.8. The rights to terminate the Agreement given by this Clause 9 shall be without prejudice to any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
9.9. Subject always to Clause 9.10, on termination of the Agreement and of each Line:
9.9.1. MVG will disconnect the Customer from the System and the Customer must pay all Charges owed to MVG;
9.9.2. all numbers shall revert to MVG and the Customer shall return all SIMs that are not connected and permit the disconnection of all and any SIMs that are connected and shall indemnify MVG against all liability howsoever arising for such disconnection; and
9.9.3. the Customer shall refund (and MVG shall be entitled to set-off against any payments due to the Customer) the pro rata value of the Bonus for each day from the date of termination to the end of 12 months from the date the Bonus was made available.
9.9.4. the Customer shall immediately return to MVG any Equipment provided free of charge by MVG in good and complete condition, fair wear and tear excepted.
9.10. If the Customer wishes to change its supplier of mobile services after any of the relevant Minimum Periods has expired, MVG will arrange for the transfer of the telephone number to the new supplier provided that the Customer has given the appropriate period of notice to terminate the Line and paid a reasonable administration fee and all Charges due to MVG and agreed in writing to pay for any unbilled calls.
10.LIMITATIONS AND EXCLUSIONS OF LIABILITY
10.1. This Clause 10 sets out MVG’s entire liability (including any liability for acts or omissions of MVG’s employees, agents or subcontractors) to the Customer in tort, contract or otherwise arising in connection with the performance, non-performance or contemplated performance of the Agreement.
10.2. Except as set out in these Terms, MVG provides no warranties, conditions or guarantees as to the description or quality of the Services, and all warranties, conditions or guarantees implied by or expressly incorporated as a result of custom and practice, statute, common law or otherwise are hereby expressly excluded so far as permitted by law.
10.3. Subject to Clause 10.5, MVG’s aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall not exceed £1,000,000 (one million pounds sterling).
10.4. Subject to Clause 10.5, MVG shall not be liable to the Customer whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise the Agreement, for:
10.4.1.any loss of profits; or
10.4.2. loss of revenue;
10.4.3. loss of income or business;
10.4.4. depletion or loss of goodwill, reputation or similar losses;
10.4.5. loss of anticipated savings;
10.4.6. loss of or corruption of data or information;
10.4.7. loss of use;
10.4.8. loss of contract; or
10.4.9. any indirect or consequential or special loss or damage or pure economic loss, costs, damages, charges or expenses whatsoever and howsoever caused.
10.5. Nothing in these Terms shall exclude or limit the liability of MVG for:
10.5.1.death or personal injury resulting from the Company’s negligence; or
10.5.2. for fraud or fraudulent misrepresentation; or
10.5.3. for any matter which it would be illegal for MVG to exclude or attempt to exclude its liability.
10.6. Subject to Clause 10.5, MVG shall not be liable for any direct or indirect loss or damage (whether physical, financial or otherwise) howsoever arising from the act or default of the Network Provider.
10.7. The provisions of this Clause 10 shall survive termination or expiry of the Agreement.
11.OWNERSHIP AND IPR
11.1. Ownership of the SIMs and the System shall remain with MVG or its licensors, as appropriate. The Customer may only use the SIM on a limited licence to enable access to the Services, in accordance with these Terms. MVG may recall the SIMs at any time for upgrades, modifications, misuse or on termination of the Agreement.
11.2. All IPR in the Equipment, relating to the Lines and the subject matter of the Agreement shall vest in MVG or its licensors, as appropriate. The Customer:
11.2.1. acknowledges that it shall have no license, right, title or interest in or to any IPR of MVG or
its licensors or MVG’s Equipment, the SIMs or the System except as expressly set out in the Agreement;
11.2.2.may not include MVG’s name or any other trade mark, brand name, logo or get-up associated with MVG without MVG’s prior written consent.
11.3. This Clause shall survive termination or expiry of the Agreement.
12.CIRCUMSTANCES BEYOND REASONABLE CONTROL
12.1. Neither Party shall be liable for any delay in performing its obligations under the Agreement caused by circumstances beyond its reasonable control. These are circumstances such as, but not limited to, Acts of God, insurrection or civil disorder or military operations, national or local emergency, acts or omissions of government or other competent authority or regulatory authority, fire, flood, lightning or other weather of exceptional severity, subsidence, explosion or industrial disputes. This Clause does not apply to the Customer’s obligation to pay the Charges.
12.2. If either Party is affected by circumstances beyond its reasonable control, it shall notify the other Party and shall use reasonable endeavours to overcome the effects. If those effects continue for more than three (3) months, the Parties shall enter into a discussion to agree, in good faith, the best way forward.
13.CONFIDENTIALITY AND DATA PROTECTION
13.1. The Customer agrees to keep all Confidential Information confidential, to disclose it only to its employees that need to know it and to use it exclusively for the purposes contemplated by the Agreement. This Clause shall not apply to information that the Customer can prove:
13.1.1. is in the public domain otherwise than by the Customer’s breach;
13.1.2. it already had in its possession prior to obtaining the information directly or indirectly from MVG; or
13.1.3. a third party subsequently disclosed to the Customer free of restrictions on disclosure and use.
13.1.4. This Clause shall survive for three (3) years from when the Customer acquired that confidential Information from MVG.
13.2. MVG and the Customer shall each comply with there respective obligations under the DPA and maintain all relevant registrations and notifications.
13.3. The Customer agrees that MVG may provide its Personal Data to MVG’s Network Provider to enable it to process the Customer’s information and for security and emergency service support, for fraud prevention. Provided that such Network Provider undertakes to hold such Personal Data in strict compliance with all applicable data protection laws and regulations. Please see Annex 1 for how we use/don’t use your data.
14.NOTICES
14.1. Notices must be in writing. The address for service on MVG (subject to any change notified by MVG) is: Majestic Ventures Group Ltd, 34 South Molton Street, London, W1K 5RG. The address for service on the Customer is as set out in the most recent invoice.
14.2. Notices may be delivered by hand, sent by first-class mail, fax or e-mail. Correctly addressed notices if delivered by hand, shall be deemed to have been delivered at the time of delivery, if sent by first-class mail shall be deemed to have been delivered 72 hours after posting, correctly directed faxes shall be deemed to have been received instantaneously on transmission and in proving the service of any notice by e-mail, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
15.ENTIRE AGREEMENT
15.1. It is acknowledged and agreed that the Agreement (including the documents and instruments referred to herein) (the Documents) shall supersede all prior representations arrangements understandings and agreements between the parties relating to the subject matter hereof and shall constitute the entire complete and exclusive agreement and understanding between the parties hereto;
15.2. The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently);
15.3. It is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.
16.GENERAL
16.1. Assignment and other dealings.
16.1.1. MVG may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any Authorised Party, third party or agent.
16.1.2.The Customer shall not, without the prior written consent of MVG, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.
16.2. Severance. Each of the Clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining Clauses will remain in full force and effect.
16.3. Waiver. Any failure by MVG to exercise or enforce its right under the Agreement shall not be a waiver of that right, nor prevent MVG from exercising or enforcing such right at a later time.
16.4. No partnership or agency. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.5. Third parties. A person who is not a party to the Agreement shall not have any rights to enforce its terms.
16.6. Variation.
16.6.1.MVG shall be entitled to reasonably amend the Agreement at any time upon notice to the Customer if there is any amendment to the agreement between MVG and the network provider which directly or indirectly impacts upon the Agreement.
16.6.2. Except as set out in these Terms, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in
writing and signed by MVG.
16.7. Governing law. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law.
16.8. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
ANNEX 1 – DATA PROTECTION
1. DATA PROTECTION
You and Us agree that the provisions of this Clause. shall apply where You and Us process any Shared Personal Data and/or You and/or Us process any other personal data in connection with the performance of this Supply of Services Agreement.
1.1. Processing by Controller
Where You and Us process:
(a) any Shared Personal Data as data controllers in common; and/or
(b) any other personal data as data controllers; in connection with the performance of this Supply of Services Agreement the provisions of Clauses 1.2 to 1.5 (inclusive) shall apply.
1.2. Each party shall comply with all applicable controller obligations under the Data Protection Law and shall provide assistance in respect of the other’s compliance with such obligations, in particular in relation to the Shared Personal Data, where reasonable and permitted by Data Protection Law including notification of and consultation and co-operation with the other party over fair processing notices for, and where necessary consents and compliance with rights requests from, data subjects, as well as responses to any actual or suspected personal data breach and any contact with of from any supervisory authorities or regulators.
1.3. When disclosing any Shared Personal Data to the other party, the disclosing party shall ensure that it has compliant fair processing notices, and where necessary consents, in place to enable the lawful transfer to and processing (including any onward transfer) by the other party and the Permitted Recipients of the Shared Personal Data for the Agreed Purposes.
1.4. Without limitation of the above, when receiving any Shared Personal Data from the other party, the receiving party shall:
(a) process, and procure that Permitted Recipients process, the Shared Personal Data only for the Agreed Purposes;
(b) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients except as permitted by the Data Protection Law;
(c) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Supply of Services Agreement;
(d) ensure that it has in place appropriate technical and organizational security measures, in accordance with the Data Protection Law; and
(e) not transfer any Shared Personal Data outside the European Union unless the transfer is to a country approved by the European Commission, or there are appropriate safeguards in place or an applicable derogation for a specific situation, as provided for under the Data Protection Law.
2. PROCESSING BY PROCESSOR
2.1. Where either party processes any Shared Personal Data as data processor (the Processor) acting on behalf of the other party as data controller (the Controller), in connection with the performance of this Supply of Services Agreement the provisions of Clauses 12.6 to 12.10 (inclusive) shall apply.
2.2. The Controller shall ensure that it has compliant fair processing notices, and where necessary consents, in place to enable the lawful transfer to and processing by the Processor of the Shared Personal Data for the Agreed Purposes.
2.3. The Processor shall in relation to the Shared Personal Data processed by it in connection with the performance of this Supply of Services Agreement:
(a) process the Shared Personal Data only on the written and lawful instructions of the Controller (unless the Processor is required by the Data Protection Law to process the Shared Personal Data in which case it shall promptly notify the Controller before doing so unless prevented by the Data Protection Law);
(b) ensure that all personnel who have access to and/or process the Shard Personal Data are obliged to keep the Shared Personal Data confidential;
(c) ensure that it has in place appropriate technical and organizational security measures as required by the Data Protection Law;
(d) be generally authorized to appoint third party sub-processors on terms which are substantially similar to those set out here including any sub-processors identified in this Supply of Services Agreement;
(e) assist the Controller in responding to any request from a data subject and in ensuring compliance with the Controller’s obligations under the Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Controller without undue delay on becoming aware of a personal data breach and assist the Controller with its Data Protection Law obligations in respect thereof taking into account the nature of the processing and information available to it;
(g) at the written direction of the Controller, delete or return the Shared Personal Data and copies thereof to the Controller on termination of this Supply of Services Agreement unless required by the Data Protection Law to store the Shared Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with the above and allow for audits by the Controller or the Controller’s designated auditor.
2.4. 12.4 The Processor shall not transfer any Shared Personal Data outside the European Union without the prior approval of the Controller.
2.5. In respect of the Shared Personal Data:
a) the scope, nature, purpose and duration of processing;
(b) the types of personal data and
(c) the categories of data subject; are as set out in this Clause or in, or agreed under, this Supply of Services Agreement.
In this Clause 1:
(a) Agreed Purposes: means the processing necessary for the performance of this Supply of Services Agreement as identified herein;
(b) Controller, data subject, personal data, personal data breach, processor and processing: are as defined in the GDPR (and process and process shall be construed accordingly);
(c) Data Protection Law: means the General Data Protection Regulation (EU) 2016/679 (GDPR), the UK Data Protection Act (as amended or replaced) and any other applicable data protection or electronic privacy laws, regulations and decisions in force from time to time;
(d) Permitted Recipients: means the parties to this Supply of Services Agreement and (as necessary) the employees, personnel and advisers of each party and third parties engaged to perform obligations in connection with this Supply of Services Agreement; and.
(e) Shared Personal Data: means the personal data to be shared between the parties as necessary for the performance of this Supply of Services Agreement as identified herein.
CUSTOMER SERVICE LEVEL AGREEMENT
SUMMARY:
This document is a Service Level Agreement between Majestic Ventures Group (the company) and The Customer (the customer) which sets out the minimum standard of performance that the company will achieve in supporting the customer and dealing with all issues relating to the customer.
The main areas to which this service level applies are:
1. Customer Services
2. 2.Technical Help
3. Installations/Service Calls
4. Sales Order Processing
Customer Service Level Agreement
CUSTOMER SERVICES
| Item | Service Levels |
| Telephone Answering | Calls to direct lines will be answered within 30 seconds |
| Customer Queries | Invoice queries will be resolved within five working days. |
| Complex queries relating to our/network billing platform will be resolved within ten working days. | |
| New number connections will be completed within 24 hours of receipt of a completed airtime contract, network dependant. | |
| Account Changes | Account amendments will be completed within one working day. |
| Barring/unbarring of mobile phones will be completed within one hour of receipt of instruction | |
| Telephone terminations will be completed on the day of receipt (early termination charge may apply). | |
| Service Level Changes | Regular Health Checks will be carried out at a frequency agreed between the company’s nominated account manager and the customer. |
| Tariff Changes | Agreed tariff changes will be completed within 24 hours from the day of request. |
| Customer Complaints | Complaints can be escalated as stated below and will be resolved within five working days. |
TECHNICAL HELP
| Item | Service Levels |
| Faulty Equipment |
|
| Customer Complaints | Complaints can be escalated as stated below and will be resolved within eight working hours. |
INSTALLATIONS AND SERVICE CALLS
| Item | Service Levels |
| Installations | Equipment installation dates will be agreed with the customer within one hour of receipt of the customer’s order. Vehicle installations to be undertaken outside normal working hours are limited due to high demand. |
| Service Calls | Customer requests for service calls will be scheduled with the customer within one hour of receipt of the reported fault. |
| Customer Complaints | Complaints can be escalated as stated above and will be resolved within eight working hours. |
SALES ORDER PROCESSING
| Item | Service Levels |
| Order Processing | All orders for handsets, accessories or sim cards which are received before 3.00pm. (or 2.00pm on last working day of month) will be processed for next day delivery to the customer. Where an item is out of stock, the customer will be notified on the day of order and will be advised when delivery will be made. Where possible customers will be offered an alternative product. |
| Customer Complaints | Complaints can be escalated as stated below and will be resolved within eight working hours, except where 3rd party response is needed. |