Clarity Telecom Limited Terms & Conditions

The Service

1.1  Clarity Telecom Ltd. will make the Service available to you at the Premises as soon as reasonably practicable, following Clarity Telecom Ltd.’s acceptance of your application. In any event Clarity Telecom Ltd. will begin providing the Service 30 days after the Agreement comes into force in accordance with clause 4.1 or at such other time as has been agreed between you and Clarity Telecom Ltd.

1.2  Clarity Telecom Ltd. can provide you with equipment. The equipment provided will remain the property of Clarity Telecom Ltd., but you will be responsible for keeping it safe from damage or theft while it is in your custody. You agree to pay Clarity Telecom Ltd.1) a sum equivalent to the RRP of the equipment at the date it was supplied, or, 2) Agree to pay Clarity Telecom Ltd. all legal costs involved in recovering the money if the equipment provided is lost or damaged or if upon the termination of this Agreement for any reason, you do not return the equipment provided to Clarity Telecom Ltd. free of damage and in full working order. The speed and equipment depends upon the Service and capacity purchased.

1.3  Clarity Telecom Ltd. may route your calls over any carrier or carriers that it may choose for the provision of the Service. You agree that Clarity Telecom Ltd. may act as your agent for the purpose of notifying any carrier that Clarity Telecom Ltd. may choose to use for the provision of the Service that your customer line identification (CLI) should be registered for use by Clarity Telecom Ltd. You agree that Clarity Telecom Ltd. shall have full authority to instruct the carrier on your behalf to cancel any existing CLI registration you might have with any other service provider and to substitute Clarity Telecom Ltd. as your service provider.

1.4  In order to improve the Service, Clarity Telecom Ltd. may, from time to time, change the procedures or methods by which you will access the Service. Clarity Telecom Ltd. will notify you within a reasonable period before any such change is due to take effect.

1.5  Clarity Telecom Ltd. may also provide you with the billing of your line rental. If so all lines will be maintained by BT Wholesale or BT Openreach, but your customer service will be provided by Clarity Telecom Ltd. Clarity Telecom Ltd. reserve the right to suspend telephone lines for any necessary reason.

1.6  You must follow all reasonable instructions issued by Clarity Telecom Limited in relation to your access to and your operation of the Service.

1.7 Number portability is available on the Service. Termination

1.8 We monitor and record calls for the training purposes and for the purpose of improving our customer services and for quality purposes.

Charges and Payment

2.1  You will be charged for calls at Clarity Telecom Ltd.’s published rates. Clarity Telecom Ltd. may vary its rates by notice to you in accordance with clause 6.

2.2  Clarity Telecom Ltd. will usually send you a bill once a month to the address set out on your registration form (or such other address as you request that Clarity Telecom Ltd. uses for billing). You must pay all charges within 14 days by direct debit. Clarity Telecom Ltd. will normally send reminders for late payment, but Clarity Telecom Ltd. may, if it wishes, charge you interest at 4% over HSBC’s Bank Plc’s base rate for the whole period of any late payment.

2.3  In the event that any sum remains outstanding for more than 14 days Clarity Telecom Ltd. may, if it wishes, either terminate the Service or suspend the Service until such time all sums owing have been paid in full, together with such security deposit as Clarity Telecom Ltd. may require. If your account is suspended Clarity Telecom Ltd will charge £25 per telephone number for the administration of reactivation of service. If a line is disconnected there will be a new line installation charge to restore service. Clarity Telecom Ltd can not guarantee that your previous telephone number will be available. Late payments (over 30 days) are subject to a £3 administration charge.

2.4  If any sums owing are overdue by more than 60 calendar days, Clarity Telecom Ltd. may instruct solicitors to recover outstanding balances. You will be liable for the debt plus interest and any costs chargeable by our solicitor including enforcement costs.

2.5  In the event a payment received by Clarity Telecom Ltd. is returned unpaid a £15 administration charge will be applied.

2.6  All quoted tariffs are exclusive of Value Added Tax (VAT) unless stated otherwise.

2.7  For customers on a charge per minute contract Clarity Telecom Ltd expects the call volume not to reduce below 50% of the “expected monthly minutes” as stated on the Customer Contract Agreement for a period of more than 3 consecutive months. If this occurs Clarity Telecom Ltd. reserves the right to charge you for the difference between these two amounts. This shortfall of minutes will be charged at your average call costs as incurred during your time with Clarity Telecom Ltd.. The average cost will be obtained by dividing the total number of minutes used, into the total call costs during your time with Clarity Telecom Ltd. For example, if you selected 1,000 minutes as your expected monthly minutes on the Customer Contract Agreement and you used only 100 minutes (assuming you exceeded the 3 consecutive months’ rule) we reserve the right to charge you for 400 minutes at the average cost per minute.

Your Obligations

3.1 You will ensure that any equipment you use with the Service and the equipment provided by us is in good working order and complies with all applicable standards, requirements and approvals.

3.2 You will ensure that the Service is not used for any improper or unlawful purpose or in a manner which is offensive, (including indecent, menacing, nuisance, defamatory or hoax calls).

3.3 You will comply with any reasonable requests and directions that Clarity Telecom Ltd. may make, regarding your use of the Service and/or the equipment provided, as may be necessary to ensure the quality and operational integrity of the Service.

3.4 Fair use policy: Free Calls to O2 tariff; if more than 50% of the total minutes to mobile networks on a monthly basis are to O2 mobiles, surplus minutes will be charged at the normal published rate to call a mobile phone. (e.g. a customer whose mobile call minutes total is 10000 and 9000 minutes are to O2, the surplus calls are charged at 5.4p per minute. The excess O2 minute volume is the difference between the actual O2 minute volume of 9000 minutes and the maximum fair usage (in this case) of 5000 minutes. Here the surcharge would be 4000 minutes x 5.4p per minute, and the actual billed amount would be £216 for all calls to O2 Mobiles). The average call cost per minute for O2 Mobile in this example would be 2.4p per minute (£216/9000 minutes). For Free Calls to Work Mobiles tariff, if more than 50% of the total minutes to mobile networks are to work mobiles, the surplus minutes will be charged at the normal published rate (5.4p per minute). The excess work mobile minutes are the difference between the actual work mobile minute volume and the maximum fair usage (50%).

Length of the Contract

4.1 This Agreement shall come into force on and with immediate effect from the date the Clarity Telecom Customer Contract Agreement is signed (“the Commencement Date”).

4.2 You commit to an initial minimum contract term as stated on the Clarity Telecom Customer Agreement or 24 months (if no term is specified) for the call charges, line rental services and broadband. This is known as the Initial Minimum Period.

4.3 This Agreement will remain in force (unless terminated earlier in accordance with this Agreement) for the Initial Minimum Period and will continue thereafter until terminated in accordance with clause 5 of this Agreement.

Termination

5.1 Thirty (30) days before the end of the Initial Minimum Period (or any subsequent periods) you may terminate this Agreement, by giving Clarity Telecom Ltd. 30 day’s written notice to terminate this Agreement to expire with effect from the last day of the Initial Minimum Period or to expire on any subsequent annual anniversary of the Commencement Date.

5.2 You may terminate this Agreement if Clarity Telecom Ltd. varies its terms, resulting in an excessive increase in the charges or changes that alter your rights under this Agreement to your detriment, by giving us written notice to the registered office address below within 30 days of the date of the change. This does not apply if we raise charges by an amount equal or less than the percentage in the Retail Prices Index (RPI).

5.3 Clarity Telecom Ltd. will be entitled to charge an early termination charge for customers subscribed to the line rental and calls service and / or broadband equal to a sum of the line rental and broadband charges and a sum equal to 50% of the expected monthly minutes, as stated on the Customer Contract Agreement, to the extent not already paid, for the remainder of the term.

5.4 Clarity Telecom Ltd. will be entitled to charge an early termination charge for customers subscribed to the calls only service. The early termination charge will be equal to a sum of 50% of the expected monthly minutes, as stated on the Customer Contract Agreement, to the extent not already paid, for the remainder of the term.

5.5 Clarity Telecom will be entitled to charge an early termination charge for customers subscribed to a calls and lines bundled tariff, equal to the monthly bundled charge, to the extent not already paid for the remainder of the term.

5.6 You may terminate this Agreement before the Initial Minimum Period or any subsequent annual term has expired if you give us 30 days written notice of cancellation and pay us all charges that are due plus the early termination charge as described at 5.3, 5.4 or 5.5, as the case may be.

5.7 If you do not give us 30 days written notice of cancellation (whether before or after the Initial Minimum Period (or any subsequent periods) has expired) Clarity Telecom Ltd. will be entitled to charge an amount equal to 30 days average call charges in addition to any other termination charges which arise.

5.8 Clarity Telecom Ltd. may terminate the Service without notice if you become subject to any bankruptcy proceedings or you make an arrangement or composition with your creditors, or a liquidator, administrator, administrative receiver, bankruptcy trustee or similar officer is appointed over any of your assets or you become unable to pay your debts within the meaning of the Insolvency (Northern Ireland) Order 1989; or you do not pay your bill when due; or if we have good reason for believing that any information you have given us is false or misleading.

5.9 Clarity Telecom Ltd. may terminate this Agreement at any time after the Initial Minimum Period has expired by giving you at least 30 days written notice.

5.10 Without prejudice to any other termination rights set out in this Agreement, Clarity Telecom Ltd. may terminate this Agreement immediately on notice if you commit a non-remediable breach of a material obligation of the Agreement or you commit a remediable breach of a material obligation of this Agreement (including without limitation failure to pay any charges by their due date) and fail to remedy such breach within 30 days of the date we notify you of such breach; or where any contract between Clarity Telecom Ltd. and a third party provider of telecommunications services is terminated where such termination affects the provision of the Service. On termination of this Agreement you shall immediately stop using the Service and all amounts you owe as for use of the Service shall be due and payable in full.

5.11  Residential customers or a small business with 10 employees or less, once the Initial Minimum Period has been met will not be rolled into a subsequent term of contract without their express consent. If cancelling a contract within the Initial Minimum Period or any subsequent annual term please see clauses 5.3, 5.4 and 5.5.

5.12  We may from time to time supply promotional offers to some or all of our customers. Such offers shall be subject to any promotional terms and conditions we notify to our customers. Unless otherwise stated in the promotional terms and conditions we shall not incur any liability under the Agreement in relation to such offers. Promotional terms and conditions may require variation to the Agreement in which case you will be deemed to have accepted in writing such variation upon acceptance of the promotional offer. Unless otherwise stated in the promotional terms and conditions an offer may be amended or withdrawn by us (in relation to some or all of our customers) at any time and without notice. For the avoidance of doubt we are not obliged to include you in any offer we make to our other customers. If any equipment or product has been supplied by us at a reduced cost, or free of charge, as part of a promotion or sales offer in connection with this Agreement and you terminate this Agreement or you are in default of this Agreement before the end of the Initial Minimum Period, or any subsequent annual term as specified on the sales contract, you must return the product in as good a condition as it was in when you received it and in its original packaging. Should you fail to return the free gift in its original condition or at all then Clarity Telecom Ltd. may demand payment of a sum equal to the full value of the item when new and selling at full price at the date of termination.

Changes to this Agreement

6.1 We may change this Agreement and the charges at any time. Changes will be notified in writing to you. If we increase the charges for Services you are using or change this Agreement to your disadvantage we will give you 30 days written notice before the increase in charges or changes takes place delivered to the last correspondence address notified to us by you.

 Limitations of Liability

7.1  Clarity Telecom Ltd. will provide the Service using the reasonable skill and care that would normally be expected of a competent telecommunications service provider. Clarity Telecom Ltd. cannot, however, guarantee that the Service will never suffer from faults. From time to time the Service may be temporarily interrupted or degraded because of operational reasons, failure of broadband connection or matters beyond Clarity Telecom Ltd.’s control. If this happens your voice service will also fail. The Service may cease to function if there is a power cut or failure. Clarity Telecom Ltd. will take all reasonable steps to ensure that the Service is restored promptly. Clarity Telecom Ltd. shall have no further obligation to you. In no event, will Clarity Telecom Ltd. have a liability for any loss you may suffer as a consequence of any disruption or suspension to the Services. In particular, Clarity Telecom Ltd. Will have no liability to you for any indirect or consequential loss you may suffer, including loss of profit, savings, wasted expenses, financial loss or loss of or damage to data, even where Clarity Telecom ltd, is aware of the possibility of such loss.

7.2  In any event, Clarity Telecom Ltd.’s liability under this Agreement for any loss suffered by you shall be limited to the lower of £1,000 or the total charges paid by you in the twelve months before the act or omission events giving rise to the liability.

7.3  Nothing in this Agreement shall limit or exclude Clarity Telecom Ltd’s liability for death or personal injury.

7.4  Except as expressly stated in this Agreement all warranties, conditions, undertakings or terms express or implied in respect of the Service and equipment are excluded to the fullest extent permitted by law.

7.5  Neither you nor Clarity Telecom Ltd. shall be liable to the other for any loss or damage, which may be suffered by the other due to any cause beyond our reasonable control. Including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lockout, trade dispute or labour disturbance, any act or omission of Government, highways authorities, other public telecom operations or other competent authority, war, act of terrorism, civil disorder or military operation

General

8.1  If any dispute arises in connection with this Agreement, the parties shall, within five days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

8.2  If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.

8.3  No party may commence any court proceedings or arbitration in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

8.4  This Agreement and any dispute or claim arising out of or in connection with it and its subject matter or formation (including non-contractual) disputes or claims), shall be governed by, and construed in accordance with, the law of Northern Ireland.

8.5  Subject to clauses 8.1 to 8.4 above, the parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

8.6 If a court decides that any part of this Agreement is not enforceable, that part will not apply, but the remaining terms and conditions will continue to apply.

8.7 You may not assign this Agreement to any other person without Clarity Telecom Ltd.’s prior written consent.

8.8 The Customer Contract Agreement application and this Agreement constitute the entire agreement between Clarity Telecom Ltd. and you. No warranty, term or condition, other than those contained in this Agreement, will govern either your or Clarity Telecom Ltd.’s rights and obligations relating to the Service.

8.9 In this Agreement, ‘Clarity Telecom Ltd.’ and ‘Service’ shall have the meaning given to those terms on the Customer Contract Agreement and shall mean the provision of the Service arising upon the acceptance of your registration by Clarity Telecom Ltd. ‘Agreement’ shall mean these terms and conditions that define the service that you have applied to Clarity Telecom Ltd. to provide to you. ‘Initial Minimum Period’ shall mean initial minimum contract term referred to in clause 4.2. ‘Premises’ means the United Kingdom location at which Clarity Telecom Limited agree to provide the Service.

8.10 The parties to this Agreement do not intend that this Agreement be enforceable by any person not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999.

8.11 Any notice given under this Agreement must be delivered by hand or sent by email or pre-paid post to us at the registered office address below and to you to the last correspondence address notified to us by you.

8.12 No waiver by Clarity Telecom Ltd. of any default by you under the Agreement shall operate or be construed as a waiver by us of any future defaults whether of a like or different character. No granting of time or other forbearance or indulgence we grant you shall imply a waiver of our rights or shall in any way release, discharge or otherwise affect your liability under this Agreement.

8.13 In the event of any inconsistency between this Agreement and the Customer Contract Agreement the order of precedence shall be (1) this Agreement and (2) the Customer Contract Agreement.

SCHEDULE A: SPECIFIC TERMS – MOBILE PHONE SUPPLY 2017

SCHEDULE A: SPECIFIC TERMS – MOBILE PHONE SUPPLY                                                                              2017

  1. INTRODUCTION

1.1.     This page sets out the Specific Terms on which (together with the General Terms and Order Terms forming part of the Agreement between us) we, Clarity Telecommunications, a company incorporated in Northern Ireland under registered company number NI038966, whose registered office is at Suite C1 First Floor Number 1 Lanyon Quay, Belfast, BT1 3LQ (“we” or “us”) provide mobile telecommunications devices, and associated products (“Products”) and associated services, including support services (“Services”) to you as our client (“you”), as may be more specifically set out within the relevant Order Terms.

1.2.     Unless otherwise defined herein, any terms used in these Specific Terms shall have the meaning attributed to them in the General Terms.
1.3.     These Specific Terms apply to the Agreement between you and us for the supply of the Deliverables. Please note that by ordering any such Deliverables from us, you agree to be bound by the terms of our Agreement. Where we provide any products or services to you other than the Deliverables the provision of such products or services shall be governed by the relevant Additional Terms applying to such products or services. Separately, you shall also be bound by any terms and conditions or agreement which may apply to or exist between you and your Network Provider in respect of the Deliverables.
1.4.     You should print a copy of these Specific Terms or save them to your computer for future reference.

1.5.     We may amend these Specific Terms from time to time as set out within the General Terms. Every time you sign a new Order Form for the provision of Deliverables please check these Specific Terms and the General Terms to ensure that you understand the terms which will apply to our Agreement at that time. These Terms were most recently updated on 31 March 2017.

  1. DEFINITIONS & INTERPRETATION

2.1.     The following terms shall have the following meanings in these Specific Terms: “Agreement” means the agreement between us for the provision of the Deliverables;

“Charges” means the total charges provided for under the Order Form and the Proposal and otherwise provided for under the Agreement, to be paid on the dates specified by us in the Proposal (or otherwise stipulated by us) in return for the supply of the Deliverables;
“Clause” means a clause of these Specific Terms;
“Deliverables” means the Products and the Services together;
“Extended Term” has the meaning given in Clause 12.1;
“Initial Term” means the initial term set out within the Order Form, which shall, in any event, be no less than 12 months or the term of any agreement in place between you and your Network Provider (whichever is greater); “Incentives” means any redemptions or similar promotional deals offering you a financial or commercial incentive or rebate when you enter into an Agreement with us, as may be further specified within the relevant Order Terms, including any “Buy Out Sum” that may be paid to you to allow you to break your pre-existing contract with a third party, “Cashback” sum, “Hardware Fund”, “Line Credit”, or the provision of Products free of charge, at a discounted rate from the ordinary retail price or under a payment plan allowing you to pay for the Products by way of periodic instalments;
“General Terms” means our general terms and conditions for the supply of products and services, which shall apply to the Agreement between us in addition to these Specific Terms and any Order Terms;
“Liquidated Damages” has the meaning given in Clause 9.1;
“Network Provider” means the telecommunications company which provides, among other things, the mobile network and telecommunications infrastructure for the Products and with whom you will have a separate contract; “Order Form” means the order form provided by us in connection with the Deliverables;
“Order Terms” means, in respect of the provision of the Deliverables, the Proposal and the Order Form;
“Our Representative” means your account manager as set out within the Order Form;
“Proposal” means the proposal submitted to you by us in respect of the supply of the Deliverables;
“Specific Terms” means, in respect of the provision of the Deliverables, the terms and conditions in this Schedule A;
“Support Services” means the support services specified in our “Service SLAs” document, the timings for delivery of which shall be, for the avoidance of doubt, indicative only, as well as the other account management services we provide;

“Upgrade” means any upgrade or improvement to your existing package, agreed at the outset of any agreement; “Your Representative” means the person duly authorised by you to act on your behalf for the purposes of the Agreement and identified to us by you under Clause 4.2

  1. SUPPLY

3.1.     Following signature of the Order Form, and in consideration for payment by you of the Charges, we shall provide the Deliverables to you in accordance with the Agreement.

  1. CUSTOMER OBLIGATIONS

4.1.     You shall co-operate with us in all matters relating the provision of the Deliverables and, in particular, co-operate with us in all matters relating to billing of the Charges due under the Agreement, including providing us with full and timely access to any online billing system which you may operate, and providing us with any purchase order numbers or details which you may require in connection with any invoices we or your Network Provider may wish to submit in respect of the Charges;

4.2.     Upon signing the Order Form, you shall confirm to us the name of the person appointed as Your Representative for the purposes of the Agreement. Your Representative shall have the authority to bind you in all matters relating to the Agreement.
4.3.     Upon your signing of the Order Form, we shall also confirm to you the person nominated as Our Representative for the purposes of the Agreement. Our Representative shall be your first point of contact for any queries in relation to the subject matter of this Agreement.
4.4.     If our performance of any of our obligations under the Agreement is prevented or delayed by any of your, or your agents’, sub-contractors’, consultants’ or employees’, acts or omissions, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

4.5.     You shall be liable to pay us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including without limitation any direct, indirect or consequential losses) that arise directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of you obligations under the Agreement, subject to our confirming such costs, charges and losses to you in writing.

  1. CHARGES – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

5.1.     Although the method for calculation of the Charges outlined in your Order Form will be, subject to Clause 5.2 and 5.3 below, fixed for the Initial Term of the Agreement (subject to the other provisions of the Agreement and any increases introduced by the Network Provider or otherwise outside of our control), we reserve our right to alter our prevailing rates for provision of the Deliverables at any time and without prior notice.

5.2.    Where you agree with the Network Provider to downgrade or otherwise reduce, in any way, your tariff with the Network Provider (including through the removal of bolt-ons, any other value added services, or any monetary reduction), during: (a) the Initial Term of this Agreement, you shall pay us on demand, following the expiry of the Initial Term, a sum calculated as the sum total of difference between the amount that we actually received in total Monthly Charges over the remainder of the Initial Term from the date such change became effective less the amount that we would have otherwise received in total monthly Charges (such monthly Charges to be calculated as the mean average of the monthly Charges paid or liable to be paid for each month over the Initial Term prior to the date of your changing your tariff with the Network Provider) over the remainder of the Initial Term from the date such change became effective, assuming your tariff  had remained unchanged, which resulting figure shall be multiplied by 0.56 and paid in addition to an administrative fee of £100 (excluding VAT) per telephone number in respect of the work (calculated on a time and material basis) involved in reducing the tariff with your Network Provider, checking your bill reflects any reduction, and calculating and raising an invoice, in acknowledgement of our reasonably incurred administrative costs (“Calculation Fee”); or, (b) any Extended Term, where your contract with your Network Provider continues into the relevant Extended Term, following the expiry of the relevant Extended Term, a sum calculated as the sum total of difference between the amount that we actually received in total Monthly Charges over the remainder of the relevant Extended Term from the date such change became effective less the amount that we would have otherwise received in total monthly Charges (such monthly Charges to be calculated as the mean average of the monthly Charges paid or liable to be paid for each month over the relevant Extended Term prior to the date of your changing your tariff with the Network Provider) over the remainder of the Initial Term from the date such change became effective, assuming your tariff had remained unchanged, which resulting figure shall be multiplied by 0.56 and paid in addition to a Calculation Fee of £100 (excluding VAT) per telephone number, calculated as set out above.

5.3.  If you wish to Upgrade during the term of your Agreement you will be required to enter into a new Agreement with us with a new agreed tariff and Monthly Charge. Any remaining months left from the term of the old Agreement will be added onto the term of the new Agreement, once the relevant Order Form is signed. No Upgrades will otherwise be permitted during the term of the Agreement.

  1. THE PRODUCTS

6.1.     You shall be responsible for the safe keeping and safe use of any Products provided to you during the Initial Term. In particular, you agree during the Initial Term to use all Products with reasonable care in accordance with their relevant operating specifications or manufacturer’s instructions, and not to use any Products we have supplied under the Agreement in conjunction with any equipment which we, or the Product manufacturers, did not supply or otherwise approve of in advance.

6.2.     Any Products we provide to you should, as applicable, comply with the standards set by the Telecommunications Act 1984 (Act) and any subsequent or related legislation. We shall not be under any obligation to connect or keep connected any equipment if it does not comply with the Act or if in our reasonable opinion it is likely to cause death, personal injury, and damage or to impair the quality of the Services we provide. You agree to use all applicable Products in accordance with the Act.
6.3.     We operate a minimum usage policy in respect of any mobile devices/SIM cards we supply to you to which you must adhere, save where they are provided as part of a trial period as outlined in Clause 10. In general, there must be a reasonable level of genuine and regular outbound call usage. Each mobile device/SIM card we supply to you must make an average of at least 10 minutes per month of outbound calls (or SMS/ GPRS usage of equivalent value, i.e. £1+) over a rolling three month period, to be considered “active” at the time the handset is assessed. If at any time during the Initial Term there is a significant drop in usage of the relevant mobile devices/SIM cards, or there is otherwise a failure on your part to adhere to any of the provisions of this Clause 6.3, we shall be entitled to terminate the Agreement forthwith and/or recover any Incentives paid under the Agreement in addition to all losses and charges which we may incur as a result of doing so.
6.4.     In construing clause 5.2 of the General Terms, title to the Products shall be deemed to pass to you upon the expiry of the Initial Term provided that all outstanding Charges due under the Agreement at that date have been paid in full, and no liability is otherwise outstanding from you to us under the terms of any Agreement between us.  
  7. INCENTIVES
7.1.     From time to time we may offer you Incentives to enter into an Agreement. Where we do the nature and value of any such Incentives shall be set out within the relevant Order Terms.
7.2.     Without limiting any of our other rights or remedies, if you, at any time, fail to perform or delay in performing any of your obligations under any contract with us (including where any Charges are outstanding, or where you purport to terminate/break the Agreement during the Initial Term or any Extended Term), we reserve the right to, acting in our discretion: (a) withhold any Incentives otherwise due to you under the Agreement, (b) otherwise set-off any amount owing to you by us against the payment of any Incentives (in accordance with clause 8.12 of the General Terms), or (c) claim repayment of the value of any Incentives paid to you pursuant to any Agreement (as outlined within Clause 9.1 for example). Such failure shall also disqualify you from receiving any Incentives to which you may have been entitled in the future were it not for your failure to perform or delay in performing any of your obligations under the Agreement.
7.3.     Where, as part of any Incentive, we offer you a fixed price line rental via cash-back or line credit, this fixed price is dependent on the Network Provider not increasing the price of its services. Where the price of the services is increased by the Network Provider, this is done independently of the Agreement. The amount of payments you receive as part of any Incentive will remain static for the duration of the Agreement and you will remain liable to the Network Provider for any increased charges.
7.4.     You shall also be liable to repay any Incentives paid to you where it has not been possible to fully fulfil your order for the Deliverables for reasons outside of our control (including due to any failure of the Network Provider, for example, a failure to provide adequate connections for the Products), and you are entitled or permitted to, and elect to, terminate the Agreement as a result.      
8. CHANGE CONTROL
8.1.     Either party may submit written requests for changes to the Agreement (or any part thereof) to the other party during the term of the Agreement. We shall advise you of the likely impact of any such change, including, but not limited to, any effect on the Charges.
8.2.    The parties shall in good faith discuss changes proposed in accordance with Clause 8.1 as soon as reasonably practicable. Until such time as a change control document is agreed (such agreement not to be unreasonably withheld or delayed by either party) and signed by both parties, covering such change, including any change to the Charges and/or the Order Terms, both parties shall continue to perform their respective obligations under the Agreement as if such change had not been request       
9. LIQUIDATED DAMAGES – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1.    If you purport to terminate/break the Agreement, or where we terminate the Agreement due to the occurrence of any of the circumstances outlined in clause 12.2 of the General Terms or pursuant to our rights of termination outlined in this Schedule A (“Our Termination”), during: (a) the Initial Term, you shall pay us on demand a sum calculated as the sum total of the remainder of all total monthly Charges, (such monthly Charges to be calculated as the mean average of the monthly Charges paid or liable to be paid for each month over the Initial Term prior to the date of your purporting to terminate/break the Agreement or ceasing to pay any Charges due thereunder, or upon Our Termination, whichever occurs first) for each remaining month (or parts thereof) of the Initial Term from the date of your purporting to terminate or break the Agreement, or ceasing to pay any Charges due thereunder, or upon Our Termination, whichever occurs first, less any amount paid by you to your Network Provider by way of an early termination or break fee (we reserve the right to request written evidence of such a payment), which resulting figure shall be multiplied by 0.56 and paid in addition to (i) a sum calculated at the outstanding value of any Incentives provided to you, (ii) an administrative fee of £100 (excluding VAT) per telephone number in respect of the work (calculated on a time and material basis) involved in transferring each telephone number you have taken out under the Agreement in acknowledgement of our reasonably incurred administrative costs (“Administrative Fee”), and (iii) a sum calculated as the sum total of the remainder of all total monthly Charges payable (if any) or, (b) any Extended Term, where your contract with your Network Provider continues into the relevant Extended Term, you shall pay us on demand a sum calculated as the sum total of the remainder of all total monthly Charges (such monthly Charges to be calculated as the mean average of the monthly Charges paid or liable to be paid for each month over the Initial Term and any previous or current Extended Term(s) prior to the date of your purporting to terminate/break the Agreement or ceasing to pay any Charges due thereunder, or upon Our Termination, whichever occurs first) for each remaining month (or parts thereof) of the relevant Extended Term from the date of your purporting to terminate or break the Agreement, or ceasing to pay any Charges due thereunder, or upon Our Termination, whichever occurs first, less any amount paid by you to your Network Provider by way of an early termination or break fee (we reserve the right to request written evidence of such a payment), which resulting figure shall be multiplied by 0.56 and paid in addition to (i) a sum calculated at the outstanding value of any Incentives provided to you, (ii) an Administrative Fee per telephone number transferred as set out above, and (iii) a sum calculated as the sum total of the remainder of all total monthly Charges payable (if any)
9.2 If you purport to terminate the Agreement during any Extended Term (where your contract with your Network Provider does not continue into the relevant Extended Term), or where you give us notice that you do not wish the Agreement to renew into any Extended Term (as set out within Clause 12.1 below), you shall pay us on demand an Administrative Fee per telephone number transferred, as set out in Clause 9.1. The payments to be made under Clauses 9.1 and 9.2 shall be made as liquidated damages (Liquidated Damages).
9.3. By agreeing that these Specific Terms and the General Terms govern the Agreement between you and us, you confirm and we confirm that this sum represents a genuine and reasonable preestimate of our loss, based upon our experience of the industry and the nature of the costs we may incur.
9.4. For the avoidance of doubt, your payment of the Liquidated Damages shall be without prejudice to any of our other rights and remedies and shall not affect your liability to pay any other amount which may be due under the terms of the Agreement, including without limitation, any accrued interest in respect of any overdue payments.
     
10. TRIAL PERIOD
10.1.      Where the Order Terms you have entered into with us indicate that you are to be provided with Deliverables for a free trial period, the provisions of this Clause 10 shall apply.
10.2.      During the trial period, you shall be provided with a specified number of mobile devices, as set out in the Order Form, equipped with SOTI MobiControl ® mobile device management software, which shall be subject to pre-set limits for usage costs. We shall, subject to your compliance with the other terms of the Agreement, cover all usage costs up to a maximum of £10 per device over the duration of the trial period, but any usage costs incurred thereafter shall be subject to payment of
10.3.      the relevant costs, to be charged to you upon expiry of the trial period. Your use of the SOTI MobiControl ® mobile device management software shall be subject to our Schedule E specific terms in all respects other than payment of charges.
10.4.      All trial periods shall commence upon signing of the Order Form and shall continue for a period of 30 calendar days from that date.
10.5.      Upon expiry of the trial period, you will have the option to either (a) sign a new Order Form for the provision of Deliverables, in which case you may be permitted to retain the mobile devices provided (subject to agreement between the parties as to applicable costs), or (b) if you do not wish to sign a new Order Form, you shall be required to return all mobile devices loaned to you during the trial period, and to pay any outstanding Charges in respect of usage costs (as outlined above), or damaged/non-returned mobile devices (as outlined below), and upon full and clear payment of all such outstanding Charges the Agreement shall be deemed terminated. You shall have 10 calendar days to return all mobile devices to us if you do not wish to sign a new Order Form. If the mobile devices are not returned to us within this period, or are not returned to us in the same condition as when they were dispatched, we reserve the right to invoice you for the devices. The costs charged to you will be the costs to replace the mobile devices with that of similar make and model (or such lesser Charges, relative to the condition of the mobile devices, as we may, in our sole discretion, determine to be payable). Payment will be due within 7 working days from the date we notify you that the mobile devices were in a defective condition, or the date the mobile devices were due to be returned (as applicable). You shall be required to meet all costs of postage and packaging in connection with the return of the relevant mobile devices.
10.6.    All Deliverables provided to you during a trial period shall be provided on and subject to the conditions of the Agreement, including any applicable third-party terms or other applicable specific terms, save as regards payment of charges, which is separately dealt with in this Clause 10. For the avoidance of doubt, title to any mobile devices provided by us as part of any trial offering shall be retained by us in accordance with clause 5 of the General Terms, and risk in such devices shall pass to you upon delivery.