Terms of Business – Indirect Mobile Telephone Services

TERMS OF BUSINESS – INDIRECT MOBILE TELEPHONE SERVICES 

(TAWK NETWORK LIMITED DEALER / INTERMEDIARY BUSINESS) 

 

THE SCHEDULE

(Applicable for customers billed directly by EE,O2 or Vodafone)

1.1 You understand that in order to receive the Mobile Equipment and Mobile Services (as defined in clause 1.2 below) and the Mobile Network Services (as defined in clause 1.2 below) it is required to enter into two separate agreements. These are as follows: –

1.1.1 this Agreement; and

1.1.2 the Mobile Network Agreement with the relevant network/service provider.

1.2 Additional Definitions (for this Schedule)

1.2 The following words and expressions shall have the meanings set out below for the purposes of this Schedule:

“Distributor Agreement” means the Agreement from time-to-time in place between Tawk Network Limited and our distributor.

“Downward Migration” means in respect of a Mobile Connection, the transfer (at your request) from one tariff provided by the network/service provider (“the Old Tariff”) to another tariff provided by that same network/service provider (“the New Tariff”) which results in you being charged a lower monthly line rental under the New Tariff than it was being charged under the Old Tariff and the phrase Downward Migrated shall be construed accordingly;

“End User” means a person using Mobile Equipment and/or Mobile Services who is an your employee or contractor;

“Mobile Connection” means the connection of an End User to a network or service provider such that the End User is capable of accessing and utilising the Network Services;

“Mobile Equipment” means mobile telecommunications handsets and other associated equipment;

“Mobile Network Agreement’’ means the agreement which governs the provision of Network Services from the relevant network/service provider;

“Mobile Network Services” means cellular mobile telecommunications Network and network capacity procured from a network/service provider;

“Mobile Services” means any services ordered by the Customer pursuant to this Schedule and provided by Tawk Network Limited;

“Monthly Subsidy Amount” means the amount which is derived by dividing the Subsidy payable for each Mobile Connection by the number of months in the Minimum Term applicable to each Mobile Connection;

“Network Connection Commission” means commission paid to Tawk Network Limited by the network/service provider in respect of that Mobile Connection;

“Subsidy” means the sum payable by Tawk Network Limited to you as is determined by Tawk Network Limited in its sole discretion, taking into consideration the number of Mobile Connections which you are taking out, any other subsidies provided by the network/service provider to you during the Minimum Term, the applicable tariffs and the Minimum Term which you are prepared to enter into.

 

2. Mobile Equipment

2.1 In consideration of you entering into the Mobile Network Agreement, we undertake (subject to the terms of this Agreement) to supply to you such Mobile Equipment and Mobile Services as are ordered by you from time to time.

2.2 We shall use our reasonable endeavours to deliver the Mobile Equipment on the date agreed by the parties, but you acknowledge that time shall not be of the essence.

3.3 Notwithstanding delivery and acceptance of the Mobile Equipment to you, title to the same will not pass to you but will be retained by us at all times (subject to the remaining provisions of this sub-clause).   In the event you complete the Minimum Term pursuant to this Agreement then title to the Mobile Equipment shall pass to you provided always that:

2.3.1 you have given at least 30 days’ notice in writing to us of your intention to terminate the Agreement at the expiry of the Minimum Term; and

2.3.2 no sums remain outstanding to us pursuant to this Agreement whatsoever.

2.3.3 If for any reason this Agreement comes to an end (including for the avoidance of doubt the expiry of this Agreement) otherwise than in accordance with 2.3.1 and 2.3.2 then you must return all Mobile Equipment to us within 7 days of the day on which this Agreement ends. If we have not received all of the Mobile Equipment within 7 days of the day on which this Agreement ends, we shall (at our sole discretion) be entitled to charge you a sum equal to the cost of the Mobile Equipment which has not been received by us. In the event that the sum is not paid within 7 days, we may elect to seize possession of all the Mobile Equipment or issue court proceedings for non-payment of the debt.

 

3. Payment and Reclamation of Subsidies

3.1 Subject to the remaining provisions of this clause, we may, acting in our sole discretion, provide you with a Subsidy as a result of you entering into the Mobile Network Agreement.

3.2 We may at our sole discretion provide a Subsidy to you using the following methods set out below or any combination of them:

3.2.1 deducting the sum equal to or part of the Subsidy from the value of the Mobile Equipment or the Mobile Services which you order from us; and.or

3.2.2 making a payment of the sum equal to or part of the Subsidy to you; and/or

3.2.3 using such amount to discharge any termination charges (applicable to line-rental only) levied upon you by the relevant network/service provider for terminating your previous network agreement subject to the following:

3.2.3.1 within 7 days from the date which the Mobile Connection(s) commenced Tawk Network Limited being provided with a copy of the relevant invoice from such network/service provider confirming the amount required to discharge any termination charges (applicable to line-rental only);

3.2.3.2 within 7 days from the date which Tawk Network Limited receive confirmation of the amount required to discharge any termination charges (applicable to line-rental only) pursuant to clause 3.2.3.1 Tawk Network Limited providing you with written confirmation confirming the amount required to be paid by Tawk Network to discharge the termination charges (applicable to line-rental only); and

3.2.3.3 Tawk Network Limited having first received the Network Connection Commission in full from the network/service provider in respect of the tariff applied to you in connection with the Mobile Network Agreement. If for whatever reason Tawk Network Limited does not receive the Network Connection Commission in full from the network/service provider referred to above it reserves the right (at its sole discretion) to withhold payment of monies to discharge termination charges (for line-rental only) applicable to your previous network agreement until payment of the Network Connection commission referred to above has been received in full.

3.3 A Subsidy (or instalment payment of a Subsidy) may be paid to you by us (at our sole discretion) at any time during the Minimum Term (subject to us first receiving an invoice from you for the Subsidy within 7 days of the date on which the Mobile Connection(s) commenced) provided that;

3.3.1 at all times all the Mobile Connections are still active on the relevant payment date that the Subsidy (or instalment payment of the Subsidy) is due;

3.3.2 where the invoice referred to in clause 3.3 is payable in instalments or after a prescribed period of time the appropriate trigger date has passed; and

3.3.3 the invoice referred to in clause 3.3 has been raised in accordance with the provisions of this Agreement.

3.4 In the event that you fails to invoice for a Subsidy to Tawk Network Limited within 7 days of the date on which the Mobile Connection(s) commenced pursuant to clause 3.3 then the Customer’s option of a Subsidy shall cease.

3.5 You that the payment of the Subsidy is conditional upon;

3.5.1 you maintaining each Mobile Connection for the duration of the Minimum Term;

3.5.2 you not Downward Migrating any Mobile Connection at any time during the Minimum Term;

3.5.3 Tawk Network Limited receiving an invoice for the Subsidy from you within 7 days from the date on which the Mobile Connection(s) commenced pursuant to clause 3.3; and

3.5.4 such other conditions as are notified to the Customer from time to time by Tawk Network Limited.

3.6 We shall be entitled to reclaim from you the Subsidy (or such proportion of the Subsidy) already paid to you (or withhold such amount from any Subsidy or instalment of a Subsidy to be paid to you) in the event that;

3.6.1 a Mobile Connection is for any reason whatsoever disconnected prior to the expiry of the Minimum Term; or

3.6.2 a Mobile Connection is for any reason whatsoever Downward Migrated during the Minimum Term; or

3.6.3 the relevant network/service provider (for any reason whatsoever) reclaims or withholds in full or in part from us any Network Connection Commission.

3.7 The proportion of the Subsidy that we shall be entitled to reclaim from you shall be the Monthly Subsidy Amount for each month (and such pro-rata amount for each incomplete month) of the balance of the Minimum Term which is unexpired at the date of disconnection or the Downward Migration.

3.8 In the event that for any reason howsoever (including for the avoidance of doubt you failing to enter into the Mobile Network Agreement with the relevant network/service provider in accordance with clause 1.1.2):

3.8.1 you cancel prior to the date of Mobile Connection; and/or

3.8.2 a Mobile Connection is disconnected prior to the expiry of the Minimum Term; and/or

3.8.3 a Mobile Connection is Downward Migrated during the Minimum Term; and/or

3.8.4 at any time during the Minimum Term for the period of one calendar month there is (in our reasonable opinion) insufficient use/activity in respect of a Mobile Connection then we shall be entitled to charge you the following:

3.9.1 £350 (or otherwise as set out in the Tariff, if higher) for each Mobile Connection which is cancelled, disconnected or Downward Migrated it being agreed that this is a genuine and fair estimate of the cost to us of default on the part of the Customer; and/or

3.9.6 a sum up to a maximum of £350 (or otherwise as set out in the Tariff, if higher) representing a genuine and fair estimate of the cost to us of default on your for each Mobile Connection deemed inactive in accordance with clause 3.9.4; and/or

3.9.7 a sum equal to the cost of the Mobile Equipment which is subject to cancellation, disconnection or Downward Migration.

 

4. Other Applicable Terms

4.1 You acknowledge that the network may apply price increases in line with the Retail Prices Index (or similar) and that we may pass these price increases on to you.

4.2 Mobile Equipment Subsidy funds are calculated inclusive of VAT and are the total monies held on your account to draw down for Equipment purchases.  VAT will be added to Mobile Equipment purchases made pursuant to this Agreement.

4.3 Account Subsidy funds are none-transferable and are not able to be carried over past the Minimum Term.  At the end of the Agreement if any funds remain it is not available as a cash sum.

4.4 Airtime Subsidy funds and discounts must be applied for each month in writing in the form of a purchase order.  Airtime funds must be claimed within 30 days and applications cannot be backdated.

4.5 If you have a Subsidy fund held on your account whether airtime or Equipment then we are able to set off any outstanding invoices from the amounts held on the Subsidy fund.

4.6 If as part your agreement Tawk Network Ltd have provided mobile equipment which is network locked; providing the minimum contract term has been completed & the necessary notice period has been tendered, we may be able to apply to the network to have them unlatched or unlocked from the network. This however is at the network’s discretion. It is the customers responsibility to provide all of the correct information for us to preset to the network. On some occasions the network may require the customer to complete this information directly with themselves.  If for any reason the handsets are unable to be unlocked, this is not the responsibility of Tawk Network Ltd.

5. Termination at end of Minimum Term

5.1 Either party may terminate this Agreement in respect of the Mobile Services by giving the other party not less than ninety (30) days’ notice in writing to take effect on or at any time after the end of the Minimum Term.

5.2 On termination of the Agreement:

5.2.1 you must immediately pay all our invoices then outstanding and not disputed in good faith;

5.2.2 we will invoice you for all Mobile Equipment and/or Mobile Services provided but not yet invoiced and you will pay such invoice within 7 days of the date of the invoice.

 

 

 

 

TERMS OF BUSINESS – INDIRECT MOBILE TELEPHONE SERVICES 

(TAWK DEALER / INTERMEDIARY BUSINESS) 

 

THE SCHEDULE

(Applicable for customers billed directly by EE,O2 or Vodafone)

1.1 You understand that in order to receive the Mobile Equipment and Mobile Services (as defined in clause 1.2 below) and the Mobile Network Services (as defined in clause 1.2 below) it is required to enter into two separate agreements. These are as follows: –

1.1.1 this Agreement; and

1.1.2 the Mobile Network Agreement with the relevant network/service provider.

1.2 Additional Definitions (for this Schedule)

1.2 The following words and expressions shall have the meanings set out below for the purposes of this Schedule:

“Distributor Agreement” means the Agreement from time-to-time in place between Tawk Network and our distributor.

“Downward Migration” means in respect of a Mobile Connection, the transfer (at your request) from one tariff provided by the network/service provider (“the Old Tariff”) to another tariff provided by that same network/service provider (“the New Tariff”) which results in you being charged a lower monthly line rental under the New Tariff than it was being charged under the Old Tariff and the phrase Downward Migrated shall be construed accordingly;

“End User” means a person using Mobile Equipment and/or Mobile Services who is an your employee or contractor;

“Mobile Connection” means the connection of an End User to a network or service provider such that the End User is capable of accessing and utilising the Network Services;

“Mobile Equipment” means mobile telecommunications handsets and other associated equipment;

“Mobile Network Agreement’’ means the agreement which governs the provision of Network Services from the relevant network/service provider;

“Mobile Network Services” means cellular mobile telecommunications Network and network capacity procured from a network/service provider;

“Mobile Services” means any services ordered by the Customer pursuant to this Schedule and provided by Tawk Network;

“Monthly Subsidy Amount” means the amount which is derived by dividing the Subsidy payable for each Mobile Connection by the number of months in the Minimum Term applicable to each Mobile Connection;

“Network Connection Commission” means commission paid to Tawk Network by the network/service provider in respect of that Mobile Connection;

“Subsidy” means the sum payable by Tawk Network to you as is determined by Tawk Network in its sole discretion, taking into consideration the number of Mobile Connections which you are taking out, any other subsidies provided by the network/service provider to you during the Minimum Term, the applicable tariffs and the Minimum Term which you are prepared to enter into.

 

2. Mobile Equipment

2.1 In consideration of you entering into the Mobile Network Agreement, we undertake (subject to the terms of this Agreement) to supply to you such Mobile Equipment and Mobile Services as are ordered by you from time to time.

2.2 We shall use our reasonable endeavours to deliver the Mobile Equipment on the date agreed by the parties, but you acknowledge that time shall not be of the essence.

3.3 Notwithstanding delivery and acceptance of the Mobile Equipment to you, title to the same will not pass to you but will be retained by us at all times (subject to the remaining provisions of this sub-clause).   In the event you complete the Minimum Term pursuant to this Agreement then title to the Mobile Equipment shall pass to you provided always that:

2.3.1 you have given at least 30 days’ notice in writing to us of your intention to terminate the Agreement at the expiry of the Minimum Term; and

2.3.2 no sums remain outstanding to us pursuant to this Agreement whatsoever.

2.3.3 If for any reason this Agreement comes to an end (including for the avoidance of doubt the expiry of this Agreement) otherwise than in accordance with 2.3.1 and 2.3.2 then you must return all Mobile Equipment to us within 7 days of the day on which this Agreement ends. If we have not received all of the Mobile Equipment within 7 days of the day on which this Agreement ends, we shall (at our sole discretion) be entitled to charge you a sum equal to the cost of the Mobile Equipment which has not been received by us. In the event that the sum is not paid within 7 days, we may elect to seize possession of all the Mobile Equipment or issue court proceedings for non-payment of the debt.

 

3. Payment and Reclamation of Subsidies

3.1 Subject to the remaining provisions of this clause, we may, acting in our sole discretion, provide you with a Subsidy as a result of you entering into the Mobile Network Agreement.

3.2 We may at our sole discretion provide a Subsidy to you using the following methods set out below or any combination of them:

3.2.1 deducting the sum equal to or part of the Subsidy from the value of the Mobile Equipment or the Mobile Services which you order from us; and.or

3.2.2 making a payment of the sum equal to or part of the Subsidy to you; and/or

3.2.3 using such amount to discharge any termination charges (applicable to line-rental only) levied upon you by the relevant network/service provider for terminating your previous network agreement subject to the following:

3.2.3.1 within 7 days from the date which the Mobile Connection(s) commenced Tawk Network being provided with a copy of the relevant invoice from such network/service provider confirming the amount required to discharge any termination charges (applicable to line-rental only);

3.2.3.2 within 7 days from the date which Tawk Network receive confirmation of the amount required to discharge any termination charges (applicable to line-rental only) pursuant to clause 3.2.3.1 Tawk Network providing you with written confirmation confirming the amount required to be paid by Tawk Network to discharge the termination charges (applicable to line-rental only); and

3.2.3.3 Tawk Network having first received the Network Connection Commission in full from the network/service provider in respect of the tariff applied to you in connection with the Mobile Network Agreement. If for whatever reason Tawk Network does not receive the Network Connection Commission in full from the network/service provider referred to above it reserves the right (at its sole discretion) to withhold payment of monies to discharge termination charges (for line-rental only) applicable to your previous network agreement until payment of the Network Connection commission referred to above has been received in full.

3.3 A Subsidy (or instalment payment of a Subsidy) may be paid to you by us (at our sole discretion) at any time during the Minimum Term (subject to us first receiving an invoice from you for the Subsidy within 7 days of the date on which the Mobile Connection(s) commenced) provided that;

3.3.1 at all times all the Mobile Connections are still active on the relevant payment date that the Subsidy (or instalment payment of the Subsidy) is due;

3.3.2 where the invoice referred to in clause 3.3 is payable in instalments or after a prescribed period of time the appropriate trigger date has passed; and

3.3.3 the invoice referred to in clause 3.3 has been raised in accordance with the provisions of this Agreement.

3.4 In the event that you fails to invoice for a Subsidy to Tawk Network within 7 days of the date on which the Mobile Connection(s) commenced pursuant to clause 3.3 then the Customer’s option of a Subsidy shall cease.

3.5 You that the payment of the Subsidy is conditional upon;

3.5.1 you maintaining each Mobile Connection for the duration of the Minimum Term;

3.5.2 you not Downward Migrating any Mobile Connection at any time during the Minimum Term;

3.5.3 Tawk Network receiving an invoice for the Subsidy from you within 7 days from the date on which the Mobile Connection(s) commenced pursuant to clause 3.3; and

3.5.4 such other conditions as are notified to the Customer from time to time by Tawk Network.

3.6 We shall be entitled to reclaim from you the Subsidy (or such proportion of the Subsidy) already paid to you (or withhold such amount from any Subsidy or instalment of a Subsidy to be paid to you) in the event that;

3.6.1 a Mobile Connection is for any reason whatsoever disconnected prior to the expiry of the Minimum Term; or

3.6.2 a Mobile Connection is for any reason whatsoever Downward Migrated during the Minimum Term; or

3.6.3 the relevant network/service provider (for any reason whatsoever) reclaims or withholds in full or in part from us any Network Connection Commission.

3.7 The proportion of the Subsidy that we shall be entitled to reclaim from you shall be the Monthly Subsidy Amount for each month (and such pro-rata amount for each incomplete month) of the balance of the Minimum Term which is unexpired at the date of disconnection or the Downward Migration.

3.8 In the event that for any reason howsoever (including for the avoidance of doubt you failing to enter into the Mobile Network Agreement with the relevant network/service provider in accordance with clause 1.1.2):

3.8.1 you cancel prior to the date of Mobile Connection; and/or

3.8.2 a Mobile Connection is disconnected prior to the expiry of the Minimum Term; and/or

3.8.3 a Mobile Connection is Downward Migrated during the Minimum Term; and/or

3.8.4 at any time during the Minimum Term for the period of one calendar month there is (in our reasonable opinion) insufficient use/activity in respect of a Mobile Connection then we shall be entitled to charge you the following:

3.9.1 £350 (or otherwise as set out in the Tariff, if higher) for each Mobile Connection which is cancelled, disconnected or Downward Migrated it being agreed that this is a genuine and fair estimate of the cost to us of default on the part of the Customer; and/or

3.9.6 a sum up to a maximum of £350 (or otherwise as set out in the Tariff, if higher) representing a genuine and fair estimate of the cost to us of default on your for each Mobile Connection deemed inactive in accordance with clause 3.9.4; and/or

3.9.7 a sum equal to the cost of the Mobile Equipment which is subject to cancellation, disconnection or Downward Migration.

 

4. Other Applicable Terms

4.1 You acknowledge that the network may apply price increases in line with the Retail Prices Index (or similar) and that we may pass these price increases on to you.

4.2 Mobile Equipment Subsidy funds are calculated inclusive of VAT and are the total monies held on your account to draw down for Equipment purchases.  VAT will be added to Mobile Equipment purchases made pursuant to this Agreement.

4.3 Account Subsidy funds are none-transferable and are not able to be carried over past the Minimum Term.  At the end of the Agreement if any funds remain it is not available as a cash sum.

4.4 Airtime Subsidy funds and discounts must be applied for each month in writing in the form of a purchase order.  Airtime funds must be claimed within 30 days and applications cannot be backdated.

4.5 If you have a Subsidy fund held on your account whether airtime or Equipment then we are able to set off any outstanding invoices from the amounts held on the Subsidy fund.

4.6 If as part your agreement Tawk Network Ltd have provided mobile equipment which is network locked; providing the minimum contract term has been completed & the necessary notice period has been tendered, we may be able to apply to the network to have them unlatched or unlocked from the network. This however is at the network’s discretion. It is the customers responsibility to provide all of the correct information for us to preset to the network. On some occasions the network may require the customer to complete this information directly with themselves.  If for any reason the handsets are unable to be unlocked, this is not the responsibility of Tawk Network Ltd.

5. Termination at end of Minimum Term

5.1 Either party may terminate this Agreement in respect of the Mobile Services by giving the other party not less than ninety (30) days’ notice in writing to take effect on or at any time after the end of the Minimum Term.

5.2 On termination of the Agreement:

5.2.1 you must immediately pay all our invoices then outstanding and not disputed in good faith;

5.2.2 we will invoice you for all Mobile Equipment and/or Mobile Services provided but not yet invoiced and you will pay such invoice within 7 days of the date of the invoice.