Newimage Communications LTD (Mobile)-Terms of Business
1.1 If the customer orders equipment from Newimage Communications LTD which Newimage Communications LTD supplies directly to the Customer, the provisions of this clause shall apply in relation to that Equipment. Newimage Communication LTD shall bear the risk of loss or damage to Equipment and Sim Cards until the point of the delivery to Customer. Subject to clause 1.2, the Customer shall bear the risk of loss or damage to Equipment and SIM Cards from time of delivery to Customer.
1.2 Customer shall notify Newimage Communcations LTD in writing within 3 Business days of receipt if Equipment or SIM Cards arrive having damaged, or if the order has been incorrectly fulfilled.
1.3 Newimage Communications LTD is not obliged to offer a refund, exchange or Hardware Fund Credit to the Customer in the event that Equipment is ordered by the Customer in error.
1.4 Title to equipment shall pass to the Customer as soon as Newimage Communications LTD received payment for it in full. Where Equipment is provided free of charge or is provided by way of Hardware Fund deduction, title shall pass to the Customer at the end of the contracted period.
1.5 Newimage Communications LTD is not obliged to agree to any upgrades to the Equipment it supplies to the Customer during or after the Minimum period but if it does, Newimage Communications LTD shall be entitled to extend Minimum period.
1.6 Hardware Funds, and equipment supplied that has been charged to the Hardware Fund, are supplied by Newimage Communication LTD in return that the Customer complete the Minimum Period of the corresponding Airtime Agreement.
1.7 Newimage Communications supply of Equipment and accessories shall be subject to availability.
2.0 Where the Airtime Agreement is completed, then full title of any handsets supplied by Newimage Communications LTD shall transfer to the Customer, along with the right for the Customer to claim any outstanding amounts held by Newimage Communcations LTD in the Hardware Fund.
2.1 At the end of the Minimum Period of the Airtime Agreement, should the Customer Hardware Fund be in a negative position, then the Customer agrees to Newimage Communications LTD invoicing the full amount, and to pay that amount in line with Newimage Communications LTD standard payment terms.
2.2 Where the Customer terminates any Connection prior to the expiry of that Connections Minimum Period, the Customer shall pay to Newimage Communcaiton LTD a lump sum termination payment calculated as the total amount of the Hardware Fund initially provided at point of connection/ contract renewal, minus any unspent amount currently held by Newimage Communicaiton LTD.
2.3 Where the Customer terminates any Connection prior to the expiry of that Connections Minimum Period and the Hardware Fund has been fully utilised by the customer, the Customer shall pay Newimage Communications LTD a lump sum equal to the Hardware Fund provided for the connection(s) in question, based on the value provided at the commencement of the current Minimum Period.
2.4 When the Customer terminates any Connection prior to the expiry of that Connection’s Minimum Period
and Equipment has been supplied either Free of Change or at a Reduced Rate, the Customer shall pay to Newimage Communication LTD a lump sum equal to the Equipment provided for the connection(s) in question, based on the value of the Equipment provided at the commencement of the current Minimum Period.
2.5 Section 2.3, 2.4 & 2.5 will be charged in addition to any contractual Early Termination Fees imposed by either Newimage, or the applicable Network Service Provider in relation to the Airtime Agreement.
Unless expressly stated by in writing, all quotations are made and Orders accepted on the following terms and conditions:
Definitions and Interpretation In this Agreement:
(a) “Agreement” means the terms of an Order and the terms and conditions set out herein;
(b) “Airtime Services” means the connection to and use of a telecommunications network for mobile telephone calls
(c) “Airtime Services Agreement” means an Agreement between an Airtime Services
Provider and the Customer for the supply of Airtime Services;
(d) “Airtime Services Provider” means a third party supplier of Airtime Services
introduced to the Customer by Newimage communications Ltd;
(e) “Associated Airtime Services Agreement” means the Airtime Services Agreement for which the Products are supplied for use;
(f) “Customer “means the individual or entity who accepts these terms and
conditions, and where applicable, who uses the Airtime Service/Products and/or signs Agreement or any person reasonably appearing to us to be acting with such individuals or entity’s authority.
(g) “Minimum Period” means the minimum term of the Airtime Services Agreement as stated therein;
(h) “Order” means a request for Products, Services or Introduction to Airtime Service Providers signed by the Customer and delivered to Newimage communications Ltd;
(i) “Products” means the equipment supplied to the Customer as confirmed in the Order:
(j) “Services” means the ancillary services provided to the Customer by Newimage communications Ltd in connection with the Product as stated in the Order.
(k) Any reference to “Newimage communications Ltd” means Newimage
2.1 These terms and conditions shall govern the Agreement to the exclusion of any other terms and conditions subject to which the Customer has accepted or purported to have made an Order.
2.2 Each Order shall be binding on Newimage communications Ltd only after it
indicates its acceptance by sending out a confirmation letter to the Customer or
commences provision of the Services whichever is earlier. Prior to acceptance, the Customer agrees that Newimage communications Ltd may carry out any credit checks.
2.3 Any recommendations Newimage communications Ltd makes resulting in changes to the Customer’s communications systems will be as a result of consultation with the Customer and based upon the information provided to Newimage communications Ltd by the Customer.
2.4 Newimage communications Ltd does not provide Mobile Airtime Services.
2.5 It is the responsibility of the Customer to familiarise themselves with the terms and conditions imposed by any Airtime Services Provider before entering into such Agreement.
Airtime Services Agreements
3.1 Charges for Airtime Services are subject to change due to market conditions. Newimage communications Ltd will propose the Airtime Services Provider and Tariff that satisfies the Customer’s stated communications objectives at the time of consultation.
3.2 The Customer is responsible for the administration of the Airtime Services Agreement and for the transfer of mobile telephone numbers to new networks. Newimage communications Ltd will project manage the Customer with queries relating to the administration of Airtime Services Agreements and on any contractual issues.
3.3 Newimage communications Ltd will derive income from the Airtime Services Providers in the form of commissions for managing the Customer on their network,pursuant to trade practice.
3.4 If the Order states that a cash incentive inducement or subsidy shall be paid to the Customer by Newimage communications Ltd where the Customer enters into an Airtime Services Agreement, in the form of termination fee, goodwill credit, airtime credit, cash back, tech fund or otherwise, any such payment will be made by Newimage communications Ltd to the Customer following the initial three months of the Customer’s Airtime Services Agreement, unless otherwise stated. Cash payments shall only be made to the Customer where the Airtime Services Agreement has not been terminated before the end of the Minimum Period (subject to clause 8.1).
3.5 Any Termination fees or Tech fund offered under clause 3.4 that have not been claimed by the Customer at the latest by the end of 3 months following the Minimum Period ending become null and void.
3.6 Any cash rebate is subject to a 7% handling fee excluding termination fees.
3.7 The Customer hereby acknowledges that it must apply directly to the relevant third party for payment and/or performance of incentives offered by Airtime Services Providers or Product manufacturers.
3.8 Tech fund that is issued can be used to purchase hardware from Newimage
communications Ltd. All hardware that is purchased using tech fund will remain the property of Newimage communications Ltd and we reserve the right to request all the hardware back. In the event of the hardware being damaged, lost or stolen the customer must pay 100% of the value if under 3 months old, 70% of the original value back to Newimage communications Ltd if under 12 months old, 50% of Original Value between 12 months and above. We have the right to cancel any remaining Tech fund if the control of your company moves to another company, you are acquired or file for insolvency.
3.9 We are paid by the networks to manage you as a client, if your agreements end and you have not renewed, the networks will no longer pay us any funds to look after you or manage you as a client. We are also targeted by the networks to have the lowest possible out of contract connections and it affects our overall payments made to us from the networks. Should you decide to not renew the contract and still wish for us to manage the account whilst a decision is being made we will invoice you £8.95 per connection per month or £250.00 whichever is higher, until the agreements have been resigned or you move.
Length of Agreement
4.1 Our agreement shall commence on the date you sign the purchase order, Airtime agreement or contract. Airtime Services Agreements start day may start a few days or weeks after this point with any of the respected networks and shall continue until the termination of the Customers’ Airtime Services Agreement.
4.2 Once the purchase order has been signed you have legally committed to us, we will start working on your account and allocate our time in planning your move and purchase hardware on your behalf from suppliers, so you can be set up for your contract start date. If you decide not to proceed from this point, we will charge you 50% of the total contract fee as a cost of termination. Example: 10 connections with a committed spend of £30 per line on a 24-month contract gives you an overall contract spend of £7200. If you were to cancel after signing the purchase order the termination cost will be £3600.
4.3 The Customer may terminate this agreement by giving not less than three months’ (90 days) notice prior to the end of the Contract, in writing to Newimage communications Ltd. Notice of non-renewal must be emailed to support@Newimage communications Ltd.co.uk. If the nonrenewal notice is not received before three months (90 days) of the end of the Contract, the Airtime Services Agreement and the Contract will automatically renew for successive terms equal to the original term in the Airtime Services Agreement and Order Form.
5.1 Unless otherwise stated, Airtime Services and Product prices are quoted exclusive of VAT, for which we will charge in addition. All investment figures including Tech funds are quoted inclusive of VAT.
5.2 All invoices raised by Newimage communications Ltd are to be paid by the Customer within 14 days of the date of invoice or within otherwise stated credit terms. If the Customer fails to make payment on the due date, Newimage Communications Ltd reserves the right to charge (both before and after judgement) daily interest on late payments at a rate equal to 8% per annum above the base lending rate of Lloyds Bank PLC until the date that payment is made.
5.3 All payments relating to Hardware purchase or lease are payable directly to Newimage communications Ltd, these will be invoiced monthly for the full term of the contract.
Warranty and Liability
6.1 Except in respect of death or personal injury caused by Newimage communications Ltd’s negligence, Newimage communications Ltd shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement, for loss of profit or for any indirect, special or consequential loss or damage, which arises out of or in connection with the supply of the Products and/or Services (including any delay in supplying or any failure to supply the Products and/or Services in accordance with the Agreement or at all) or their use or resale by the Customer and the entire liability of Newimage communications Ltd under or in connection with the Agreement shall not exceed the price of the Products and/or Services provided (maximum £10,000).
6.2 Newimage communications Ltd shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of Newimage communications Ltd’s obligations in relation to the Products and/or Services, if the delay or failure was due to any cause beyond Newimage communications Ltd’s reasonable control.
7.1 Either party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other if the other commits any breach of these terms and conditions and (if capable of remedy) fails to remedy the breach within 90 days after being required by written notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
7.2 The Customer may terminate this agreement by giving not less than three months’ notice in writing to Newimage communications Ltd.
7.3 There shall be no cancellation period.
7.4 Newimage communications Ltd reserves the right to apply penalties, as set out in clause 8.2, 8.3 & 8.4, if the contract with an Airtime Services Provider is terminated, management of the account is moved to another partner or the network directly for whatever reason within the agreed Minimum Period.
7.5 Newimage communications Ltd may appoint /pass to a third party to recover any type of overdue charge without notice to the Customer.
7.6 All hardware purchased using tech fund must be returned at the end of the agreement, in the event hardware has been damaged, lost or stolen the customer must pay 100% of the value if under 3 months old, 70% of the original value back to Newimage communications Ltd if under 12 months old, 50% of Original Value between 12 months and above.
Early Termination Consequences
8.1 Subject to clause 7, If the Customer terminates the Agreement before the end of the Minimum Period has been reached, Newimage communications Ltd reserves the right to recover back in full any cash incentive inducement or subsidy, this includes termination fees, goodwill credits, airtime credits, cash back and all value of hardware issued using a tech fund. Payment is due within 14 days of the termination notice, whichever is sooner.
8.2 If a customer wishes to stay on the same network, but wishes to move to another partner or the network directly or requests a PAC code. We will charge a fee of £250 for each line or the average 6 months spend multiplied by the months remaining under contract (whichever one is higher) on the account that is moving as the cost of termination payable to Newimage communications Ltd. This charge will be over and above the standard network termination charges that we apply.
8.3 If our invoices have not been cleared when they fall due, we may pass on anydebt to a debt collection agency and the customer shall be fully liable for alladditional costs arising from this.
8.4 All Hardware payments and management fees due on the contract must be paid upon a request for termination. We will raise one invoice for the months remaining under the contract. These will be calculated as follows, Example: hardware payment agreed £200 per month x 24 payments. Customer wishes to terminate at month 12, in this case, we will raise an invoice for 12 months remaining which will be £2400.
9.1 These terms and conditions (together with the terms, if any, set out in the Order) constitute the entire Agreement between the parties, supersede any previous Agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
9.2 Newimage communications Ltd may sub-contract and assign the benefit of all rights and obligations under an Agreement to a third party with the prior written consent of the Customer (not to be unreasonably delayed or withheld).
9.3 These terms and conditions shall be governed by and construed in accordance with the laws of England and both parties hereby submit to the jurisdiction of the English Courts.
9.4 Newimage communications Ltd Terms and Conditions takes precedence over Network General Terms in the event of the network changing their terms or due to the Network General Terms conflicting with Newimage communications Ltd Terms and Conditions.
Data Protection and Confidentiality
10.1 Newimage communications Ltd maintains a data protection policy with regard to any confidential information from our Customers.
10.2 Any confidential or personal information that Newimage communications Ltd possesses will not be passed to any third party or used for any purpose outside of the normal trading activities of Newimage communications Ltd.
10.3 Newimage communications Ltd will use Customer information at its disposal to fulfil its Service obligations.
10.4 All employees of Newimage communications Ltd with access to confidential information are bound by the terms and conditions of a non-disclosure agreement and have been informed of the requirements of data protection.
UK Bribery Act
11.1 Neither Newimage communications Ltd to the knowledge of Newimage communications Ltd, any director, officer, agent or employee of Newimage communications Ltd, or any third party engaged by Newimage communications Ltd in connection with the Products and Services as contemplated in this Agreement, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the UK Bribery Act 2010 (or any equivalent law or regulation in any jurisdiction), including, without limitation, in connection with the furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything to any foreign official any foreign political party or official thereof or any candidate for foreign political office (or in connection with the acceptance of, receipt of, or agreement to receive the any of the foregoing), and Newimage communications Ltd and any such third party have conducted their businesses in compliance with the UK Bribery Act 2010 (and any equivalent law or regulation in any jurisdiction) and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. Newimage communications Ltd covenants that it and any third party engaged by Newimage communications Ltd in connection with the agreement as contemplated in this document shall comply with the UK Bribery Act 2010 (and any equivalent law or regulation in any jurisdiction), and Newimage communications Ltd shall inform the Customer immediately upon any contravention of the UK Bribery Act 2010 (or
equivalent law or regulation in any jurisdiction) by it or any of its subsidiaries or any such third party