Acceptance of Terms & Conditions and Order
1. By providing a fax, post or email written order for sim cards, billing or location services (collectively referred to as Product) to PODSystem Ltd, the Customer acknowledges that he has been informed of and agrees to these Terms & Conditions and any other pre-contractual relations will be superseded by these Terms & Conditions.
2. Only on acceptance of order, or by delivery of products (whichever is the former) by PODSystem Ltd, PODSystem Ltd agrees to be bound by these Terms & Conditions.
3. The Customer explicitly acknowledges that his Supply or other Terms & Conditions will not apply to the present agreement between PODSystem and the Customer.
4. PODSystem Ltd reserves the right, at its sole discretion, not to supply any Customer order.
Delivery
5. Unless agreed otherwise, the Customer will bear all costs of shipping products to the Customer, including re-deliveries.
6. PODSystem Ltd shall bear no liability, consequential or otherwise for delay in delivering any Product supplied to the Customer.
Prices & Payments
7. Unless otherwise agreed in writing the prices and Contract Lengths for the Products will be as advertised at www.podsystem.com. Unless indicated otherwise, prices are exclusive of banking charges, VAT and other applicable taxes.
8. Unless otherwise agreed in writing payments by the Customer will be made:
a) For physical sim cards (commissioning costs) – in advance of delivery
b) For ‘bundled charges’ including monthly line rental on sim cards and location services – either; billed 15 days in advance of the applicable month with a subsequent balancing invoice at the beginning of the applicable month (for additional sims added or removed), or; billed at the beginning of the month, on a 30 day payment period.
c) For sim traffic usage and billing services – billed in arrears with a 30 day payment period. If additional charges from the networks are received for a period that has already been billed, the SIM usage report will be re-issued and the customer invoiced the difference.
9. Customer agrees to pay all charges for Products provided to the Customer including, but not limited to, the payment of all charges for a sim card until the sim card has been terminated with 30 days notice or the contract period has completed (whichever is the latter), regardless of whether charges were incurred by the Customer or a third party or as a result of mis-use or fraudulent activity.
10. If the Customer disputes any item in an invoice within 30 days, and the invoice or part thereof is subsequently found to be incorrect then PODSystem Ltd will credit the customer within 10 business days. Disputed invoices more than 30 days old will not be accepted. The Customer shall pay all invoices in full (including disputed amounts) in accordance with the terms of this agreement and in good faith co-operate with PODSystem Ltd to resolve the dispute.
11. All payments must be made directly to the Podsystem Ltd bank account (at LloydsTSB, Sort Code: 30-96-09, Account Number 00546975) via online bank transfer, fast payment, BACS, CHAPS or international bank transfer. Due to the extra administration cost of banking cheques, Podsystem reserves the right to charge a £40 administration charge for banking each cheque received.
12. If any payments due are not received and cleared in PODSystem’s bank account within the agreed payment terms as above, PODSystem Ltd reserves the right to charge interest charges of 2% per month. These charges will be calculated daily and at PODSystem Ltd’s discretion may include interest on interest charges. Late payment invoices may be sent once a week and will incur a £40 administration charge.
13. If any payments are overdue, PODSystem Ltd reserves the right to employ a credit recovery agency to recover monies due. PODSystem Ltd is not liable for any detrimental effect (financial or otherwise) if action by the credit recovery agency affects the Customer’s credit rating and/or financial position. Furthermore, the costs, including any legal costs and court fees, incurred in the collection of any overdue payments will be paid by the Customer.
14. If any payments are overdue more than 14 calendar days, PODSystem Ltd reserves the right to terminate ALL Products on the Customer’s account and charge a re-connection charge of £30 per sim for reconnection and other administration charges that may be incurred.
15. In the event of a significant increase in charges or minimum charges by a supplier or mobile network providing roaming or location services on Products provided by PODSystem Ltd, PODSystem Ltd reserves the right, with 30 days notice, to change its prices for services for that Product.
Warranty & Liability
16. In no event shall PODSystem Ltd be liable to Customer for any kind of indirect damage, such as but not limited to any loss of use, loss of profit or claims of any third party based upon a claim for breach of warranty.
17. PODSystem Ltd’s liability under these Terms & Conditions or in connection with its performance is expressly limited to the express provisions in these Terms & Conditions and the maximum sum of any and all claims will be the limited to the cost of Products supplied to the Customer in the preceding year. PODSystem Ltd makes no express or implied warranties, representations or endorsements regarding any merchandise, information, products or services provided in connection with these Terms & Conditions. Except for gross negligence and intent, PODSystem Ltd shall not be liable to the Customer and/or its customers and users for any direct or indirect loss or damage (including economic losses or any loss or profit) arising out of or in connection with the performance of its obligations under this agreement. Under no circumstances shall PODSystem Ltd be liable for any indirect or consequential losses.
18. PODSystem Ltd does not guarantee the fault free working of the services and especially the fault free working of mobile networks. PODSystem Ltd is not liable for any service or proof of service of Customer, which is carried over PODSystem Ltd’s or any other mobile network. PODSystem Ltd is also not liable for operators ceasing or terminating roaming or other services. Under no circumstances shall PODSystem Ltd be liable for any direct, indirect or consequential damages, including but not limited to damages that result from the Users’ use of or inability to access any part of the Product or the Product’s functionality, or User’s reliance on or use of information and services provided on or through the Service or damages that result from mistakes, omissions, interruptions, loss, theft, or deletion of files, packet data or other information, errors, defects, delays in operation or transmission, or any failure of performance.
19. The Customer is responsible for ensuring that any hardware equipment, or software application running on that equipment, that uses a Product provided by Podsystem complies with any and all requirements of all GSM networks and will not cause any damage or interruption to any mobile phone network. The customer accepts all liabilities for damage or interruption to any mobile phone network caused as a direct result of the hardware equipment or software application running on that equipment. If the Customer is unsure whether the equipment or software being used may cause any damage to a mobile phone network, the customer may request Podsystem to gain approval prior to use. Whether approval is sought is at the sole discretion of Podsystem.
Force Majeure
20. Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, insurrection or riots, inability to obtain supplies or services or raw materials, requirements or regulations of any civil or military authority (an ‘Event of Force Majeure’). If a default due to an Event of Force Majeure shall continue for more than three weeks then either party may terminate its contract with the other without any liability to the other.
Service Suspension
21. PODSystem Ltd may at any time immediately suspend all or part of the Services it provides until further notice without incurring any liability:
- if it is obliged to comply with an order, instruction or request of Government, or emergency services organisation, or other competent administrative authority; or
- it needs to carry out work related to exceptional upgrading or maintenance of its facilities where those facilities must cease operation; or
- in order to prevent damage or degradation of PODSystem’s contracting party’s network integrity which may be caused by whichever reason; or
- if PODSystem believes that any sims are being promoted, operated or provided in the Channel Islands or the Isle of Man if the Customer has not gained written approval from PODSystem in advance for these activities.
- for behaviour that in PODSystem Ltd’s reasonable discretion may be deemed to be illegal; or
- in order to protect PODSystem Ltd, at its sole discretion, from legal liability which relates to a breach of obligation and/or warranties by Customer; or
- in case of notifications or signs of fraud or abuse of service.
Disclosure
22. The Customer agrees to:
- the disclosure to any telecommunications company, debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider of any information relating to the Customer's performance in meeting its obligations under this Agreement
ial;">- any disclosure as may be permitted by PODSystem's Data Protection Act Registration and Data Protection Act 1998.
- any disclosure required as a result of an order of any court of competent jurisdiction or by statutory authority.
Waiver & Severability
23. No waiver by the either party of any breach of the Contract by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision.
24. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in questions shall not be affected thereby.
Governing Law
25. These Terms & Conditions shall be governed by and construed and interpreted in accordance with the laws of England and Wales.
