BACKGROUND:
These terms and conditions (“Terms”) are the standard terms that apply when placing an order for Equipment and/or Network services, through talkplan.com, a company registered in England under number 09045031 whose registered office is at Progress House, Churchill Court, Faraday Drive, Bridgnorth, Shropshire, WV15 5BA (“Us, We, Our”).

1. Definitions and Interpretation
   • In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”                                       means, any day other than a Saturday, Sunday or bank holiday;

“Equipment”                                           means, the hardware specified in the purchase order and/or email confirmation from Us which includes, but is not limited to, mobile phones, tablets, mobile broadband and other associated products and accessories;

“Network”                                                means, the company providing the telecommunications services to you, as set out in your purchase order and/or contract and/or call verification;

“Network Agreement”                       means, the agreement between you and the Network for the Network to provide the telecommunications services to you and which you enter into as described in clause 2.

“Hire Agreement”                                means the agreement between you and the finance company for the lease of                                                                                                    the handsets, where we act as the supplier, and which you enter into as          described in clause 2.

2. Contract
   • These Terms will form the basis of the contract between Us and you. A legally binding contract between Us and you will be created upon you signing the purchase order and/or your verbal confirmation of the order during the recorded telephone conversation between Us and you and Our subsequent acceptance of your order which is indicated by Our order confirmation, sent by email (the “Contract).
   • By entering into the Contract, you have agreed to enter into the Network Agreement for the Network to provide the services and for the handsets to be financed under the Hire Agreement (where confirmed in our order confirmation), and that our Terms apply separately in addition to your obligations under the Hire Agreement (where relevant) and to the Network under the Network Agreement and that our Terms apply separately in addition to your obligations to the Network under the Network Agreement.
3. Price
   • All prices stated within the Contract, purchase order or any other documents are exclusive of VAT and delivery unless otherwise stated.
   • Please note that your first bill, following a new Network Agreement or renewal, may be higher than the agreed monthly fee as your first bill will be pro-rated and so, for example, you may pay for a month plus 7 days. Subsequent bills will then continue as per the agreed billing cycle. Please note whilst we cannot be held responsible for any billing errors that occur after your first bill, please ensure you raise any such concerns which you identify with Us immediately so we can attempt to resolve them with the Network.
4. Delivery
   • All Equipment dispatched from, or on behalf of Us, will be sent by a standard courier service who will only deliver during normal business hours on a Business Day.
   • Although Our Operations Department is carefully monitored to ensure adherence to Our best practice guidelines, due to Us using a third-party courier We will not be liable for any loss or delay in the delivery of the Equipment and time is not of the essence. If you have not received your delivery as expected, please contact your Account Manager.
5. Equipment
   • Legal and beneficial title of the Equipment shall remain with Us, and any credits and buyouts shall remain the property of Ours, and title shall not pass to you until the Contract and/or Network Agreement and/or Hire Agreement has been satisfied in full and all monies due, including all charges and interest have been paid in full to Us without any set-off or deduction. In the event that the Network and/or Hire Agreement has been cancelled early for whatever reason, and you pay all cancellation fees to the Network, then the Contract with Us has still not been satisfied in full and We retain legal and beneficial title of the Equipment and any credits and buyouts shall remain the property of Ours
   • If, for any reason, the Network Agreement and/ or Hire Agreement are not satisfied then any Equipment must be immediately returned to Us in full working order. Failure to return the Equipment to Us within 7 days of the Network Agreement terminating or if the Equipment is returned and We do not deem it to be in full working order or deem it damaged, then you will be liable to pay to Us the original cost of the Equipment within 7 days of Our written request.
   • In addition to clause 6.2, if the Network Agreement and/ or Hire Agreement are not satisfied then any credit and/or buyouts supplied by Us must be repaid to Us in full within 7 days of Our written request.
6. Charges

During the Contract, or at any time after, you will not publish any information relating to Us, to include any employees or associates of Ours, on any social media or other online platform without Our prior written permission. Any breach of this clause will result in you being liable to pay Us a £500 administration charge.

• We reserve the right to charge an administration fee of £250, in addition to any termination and other fees that may become due from you, if you do not for whatever reason fulfil and satisfy the Network Agreement and/ or Hire Agreement and/or Contract in full.
• If you do not make payment to Us as per these Terms then We reserve the right to charge you interest on the overdue sum at the rate of 4% per annum above the base lending rate of the Bank of England from time to time until the actual date of payment.

7. Liability
   • You will be liable to Us for any loss that We suffer as a result of you breaching these Terms, breaching the Hire Agreement and/or Network Agreement (including failing to satisfy the Network Agreement term) where as a result we suffer any loss and for any other loss or damages that We suffer as a result of any act or omission on your behalf. This is in addition to any charges you may be liable to pay to Us in clause 6.
   • We will not be liable to you for any loss of profit, loss of business, interruption to business or any loss of business opportunity, including but not limited to circumstances where there is a delay in transferring between sim cards or networks.
   • Nothing in these Terms seeks to exclude or limit Our liability for death or personal injury caused by Our negligence, or for fraud or fraudulent misrepresentation.
8. How We Use Your Personal Information (Data Protection)

8.1    All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.

8.2   For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Notice available from Us on request.

9. General
   • If you have signed the purchase order as a director or authorised signatory, on behalf of a Limited Company or on behalf of a Limited Liability Partnership (“LLP”), then in the event that the company or LLP is unable to pay any amounts due to Us, for whatever reasons, you agree to be personally liable for all monies outstanding that are due to Us, including any interest, costs and other fees incurred.
   • The Contract and your rights and obligations under Our Terms are personal to you and you are not entitled to assign the Contract or your rights and obligations under these Terms, or any part thereof. We may transfer or assign the Contract or Our rights and obligations under these Terms without your consent.
   • No variation to these Terms shall be binding unless agreed in writing between you and Us.
   • If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms and the remainder of these Terms shall be valid and enforceable.
   • These Terms, the Contract and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England and any dispute, controversy, proceedings or claim between you and Us shall be subject to the exclusive jurisdiction of the courts of England.