Terms and Conditions
1. Introduction
1.1 These standard terms and conditions apply to this Agreement between Dashi(Commerical Register No.58952683, BTW-identificatienummer: NL853251976B01) and the Customer in order to receive the data traffic Supply (as defined in clause 2.1 below). The Customer agrees to enter into this Agreement with Dashi governing the supply of data traffic and/or Services Contract with the relevant network.
2. Definitions
2.1 In these conditions, the following expressions shall have the following meanings;
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“APN” |
means an Access Point Name (‘APN’) is the name of a gateway between a GSM, GPRS, 3G or 4G mobile network and another computer network, frequently the public internet; |
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“Authorizations” |
means regulatory and/or governmental approvals, consents, telecommunication licenses and other licenses, registrations, or other permissions or authorizations that may be required by either Party in order to perform their respective obligations hereunder; |
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“CDR” |
means Call Detail Record which shall include the following information for each call: the called number, date and time of the call start or end, and the call duration in seconds. CDR may also include information pertaining to text messages or GPRS data sessions. |
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“Change of Control” |
occurs if any entity or person obtains ownership of more than 50% of shares carrying a right to vote in DASHI (or in any of its direct or indirect holding companies) or if there is a change in the ownership of the legal power to direct, or cause the direction of, the general management of policies of DASHI (or any of its direct or indirect holding companies). A change of control will be considered if acquired by an entity or person out of the DASHI Group, provided, however, that an initial public offering shall not be considered a change of control; |
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“Data Traffic” |
means the roaming megabytes generated by the Subscriber of the HPMN Operator as a result of packet switched data communications, including GPRS, 3G, 4G or any future technology communications, when roaming in the VPMN Operator’s network; |
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“Global Title” |
means an address used for routing signalling messages between mobile Networks; |
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“GPRS” |
means General Packet Radio Services(‘GPRS’) and is a packet-based GSM communication service that provides continuous connection to the Internet or private networks for Mobile Devices. In this contract, the term GPRS also refers to next generation packet-based technologies such as UMTS, HSPDA or LTE; |
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“Government Officials” |
means anyone working for or on behalf of a national, state, provincial or local government department, body, agency or other government entity (including government-owned or controlled companies) or any public international organization. This also includes political parties, party officials and candidates for political offices; |
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“GSM” |
means Global System for Mobile Communications (‘GSM’) and is a digital cellular phone technology based on TDMA. GSM defines the entire cellular system, not just the TDMA air interface; |
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“HPMN (Home Public Mobile Network) Operator” |
means a mobile network operator who is providing mobile telecommunications services to Subscribers in a geographic area where it holds a licence or has a right to establish and operate a public mobile network or outside that area on the basis of the International Roaming Agreements it enters into with VPMN Operators; |
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“IMSI” |
means the international mobile subscriber identity (number) and is a unique number associated with all GSM Mobile Devices. It is usually stored in a SIM inside the Mobile Device and is sent by the Mobile Device to the Network to identify the subscriber; |
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“Intellectual Property” |
means subject to the applicable law:
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“International Roaming Agreement” |
means any international roaming agreement being any standard contractual relation between mobile operators, according to which a Roaming Partner delivers wholesale roaming services to Dashi (and/or vice versa), and where no party has any obligation to buy traffic or use the other’s party services and prices are charged at standard rates. Each international roaming agreement consists of a GSM-A standard contract document and various annexes as defined in the GSM-A standard; |
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“IOT” |
means the standard inter operator tariff actually charged for Traffic; |
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“Mobile Device” |
means any device by which an End User consumes Mobile Services on a Network. This can include a mobile phone, laptop, machine or a SIM-less GSM module, among other things; |
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"Mobile Services" |
means any service provided by DASHI’s subcontractors or its roaming partners allowing a communication using the GSM standard. This includes communication via voice, video, text messaging, USSD or GPRS, whether initiated using a SIM card or not. Voice service can be provided via callback or direct-dialing. Mobile Services shall also include any SIP services provided by DASHI or its subcontractor under this Service Agreement for use by a mobile handset; |
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“M2M” |
means machine to machine services which enable communication between machines; such services are characterized by the exchange of mainly, but not limited to, data communications generated in a fully or partially automated way, between entities of a predefined group; |
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“Network” |
means the mobile GSM network on which the End User is consuming Mobile Services at any given time; |
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“Officers” |
has the meaning as set out in Section 15.3; |
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“OSS/BSS” |
means Operational Support Systems and Billing Support Systems (‘OSS/BSS’) and are the software systems used by DASHI and DASHI to manage data and records pertaining to Mobile Services received by their subscribers; |
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“Party” |
has the meaning as set out in the recital of this Service Agreement; |
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“Person” |
means any individual, corporation, limited liability company, partnership, limited liability partnership, joint venture, joint stock company, trust, estate, company and association, whether organised for profit or otherwise; |
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“Personal Data” |
means any information relating to an identified or identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity as defined by Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data; |
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“Price List” |
means the document mentioning the rates for voice calls, text messages and GPRS data (where available) from each Network where service is provided and for each Destination to which calls are possible, exclusive of any taxes; |
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“Roaming” |
means using a wireless phone to make and receive calls in places outside one’s home service area; |
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“Connectivity Hub” |
has the meaning as set out in the recital of this Service Agreement; |
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“Roaming Partner” |
means any third-party mobile operator with whom Dashi has or will have an International Roaming Agreement; |
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“Service Delivery Agreement” |
means a mutual written agreement between the Parties defining the start date of the services, which shall be provided according to this Service Agreement; |
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“SIM” or “SIM card” |
means Subscriber Identity Module (‘SIM’) and is a smart card that stores data for GSM cellular telephone subscribers; |
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“SMS Traffic” |
means the roaming SMS messages generated by the Subscribers of the HPMN Operator when roaming in the VPMN Operator’s network, for the purposes of this Agreement and any IOT Discount Letter. It does not include SMS/MMS interworking traffic; |
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“Subscriber” or “End User” |
means a natural person or legal entity having an agreement with a HPMN Operator related to mobile telecommunication services, using a GSM SIM (Subscriber Identity Module) and/or a GSM USIM (Universal Subscriber Identity Module) for use of mobile telecommunications service(s) either domestically, in the geographic area covered by the HPMN Operator or internationally in a geographic area outside the area served by the HPMN Operator; |
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“Traffic” |
means Data traffic, SMS traffic; and/or voice traffic as specified by the parties of the respective Discount Agreement; |
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“VAT” |
means any value added tax or any analogous tax in any relevant jurisdiction including but not limited to use, sales and local sales taxes imposed by any authority; |
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“Voice Traffic” |
means the roaming Minutes of either MOC or MTC generated by the Subscribers of the HPMN Operators as a result of circuit switched voice, fax and data communications when roaming in the VPMN Operator’s network; |
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“VPMN (Visited Public Mobile Network) Operator” |
means a mobile network operator who allows Subscribers of an HPMN Operator to use its public mobile network(s); |
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“Working Day” or Business Day” |
means any calendar day, which is neither a Saturday, a Sunday, a bank nor public holiday in neither the United States or the country in which DASHI has is registered office. |
3. Key Points
3.1. We Dashi are providing you with Mobile Services using approved phones, SIM’s and network resources provided by our network provider, Telna who procure elements from one or more Mobile Network Operators (MNO)
3.2. The terms for Service only cover the terms on which you may use the Services. They do not cover your purchase of your Handset.
3.3. Services will be provided within our network provider, or its MNO’s network area in the Europe and by roaming on to other networks but it’s always possible that the quality of coverage may be affected at times.
3.4. You must not use the Services for any illegal or improper purposes. Any under the Age of 18 is not permitted to access Age Restricted Services.
3.5. You agree that we may provide your personal data to Telna and that we and our network provider, or their MNO, can process your organisations information and users personal data, which we collect or which you submit to us during any sales or registration process, for a number of purposes, including to open and manage and account for Services, to deliver products and services ordered for you, for security and emergency service support, for credit checking and fraud prevention, and for product analysis and direct marketing (subject to your preferences) as set out in our “Privacy Notice” in the Terms for Services. Upon written notice to you by Telna all of Dashi rights and obligations, including all accrued rights and obligations, under this Agreement will be assigned and transferred to Telna or to its nominee.
4. Applicable Terms The Customer acknowledges that the supply of data traffic and/or service or any other business undertaken by Dashi is transacted subject to these terms and conditions and each condition shall be deemed to be incorporated in and to be a condition of any agreement between Dashi and the Customer. No other terms or conditions stipulated, or referred to, in any documentation (for instance a purchase order issued by the Customer) passing between the Customer and Dashi, shall be incorporated at any time into this agreement between Dashi and the Customer.
5. Supply of Customer data traffic and service
5.1. Dashi will use their best endeavors to deliver data traffic and service ordered by the Customer on the date agreed by the parties.
5.2. Title to the data traffic will not pass to the Customer until Dashi has received payment in full, including any relevant VAT. The risk in the data traffic will pass to the Customer upon delivery and the Customer is responsible for any loss or damage after the data traffic has been delivered to the address, nominated by the Customer.
5.3. It is the Customer’s responsibility to obtain the Porting Authorisation Code(PAC). However, Dashi may support the Customer in obtaining the Porting Authorisation Code and by signing this agreement the Customer gives Dashi express authorisation to obtain the Porting Authorisation Code on their behalf.
6. Charges and Payment
6.1. Where the Customer has Data traffic, the cost of which is not set off against Funding, the Customer agrees to pay for such Data traffic within 30 days of delivery.
7. Payment and Recovery of Funding
7.1. Dashi may, at their sole discretion and subject to the remaining provisions of this clause, provide the Customer with Funding as a consequence of the Customer entering into the Airtime contract with the network. Funding will only be provided to the customer subject to the following conditions.
7.2. The connection(s) is (are) active on the network on the Funding payment (or instalment payment) date;
7.3. The Funding is claimed during the Contract Term;
7.4. Where the conditions and timescales set out in 6.1 and 6.2 are not met then the Customers right to Funding shall cease.
7.5. In relation to the Customers entitlement to Funding the Customer recognises that it is always conditional upon the Customer using and maintain the Connection(s) for the Contract Term and not Downward Migrating the 6 Connections during the Contract Term and other such conditions are notified by Dashi to the Customer form time to time.
7.6. Where the Customer withdraws from the Airtime Contract or disconnects, connection(s) or Downward Migrates. a. Connection(s), or the network withholds or reclaims the connection commission due or paid to Dashi or any part of it (for whatever reason) before the end of the Contract Term, Dashi shall be entitles to recover the Funding (or portion of it) paid to the Customer or withhold any further Funding to be paid to the Customer. Dashi will be entitled to recover, from the Customer, the monthly Funding amount for each connection for each month of the remaining unexpired months of the Contract Term and part months to be pro-rated. The Customer accepts this is a genuine estimate of Dashi loss. b. Dashi will invoice the Customer any amounts due or withheld as set out in this clause 6 and such amounts shall be payable by the Customer on presentation of Dashi invoice.
8. Warranties
8.1. Dashi will not exchange or replace Data traffic that complies with the Customers specification. In exceptional circumstances, Dashi may exchange data traffic at the Customers request and cost.
8.2. In the event that any of the data traffic supplied to the Customer is faulty or the data traffic becomes faulty subsequently, Dashi will handle the returns process for the Customer and determine whether the fault is covered by Manufacturers Warranty, Insurance or Dashi Protection Plan. Dashi will ensure the fault is handled in the most efficient manner for the benefit of the Customer and the Customer agrees to pay any cost for repairing the fault. In the event of the fault not being covered by the main warranty, Insurance or Dashi Protection Plan.
9. Limitation and Liability
9.1. Dashi shall not be liable to the Customer in respect of any matter arising out of or in connection with this Agreement in contract or tort (including negligence) or otherwise for any loss of profit, loss of business contracts, loss or corruption of data, or any indirect or consequential loss or damage whatsoever. Dashi liability for loss or damage of any kind whatsoever to the Customer during the performance of this Agreement in contract, tort or resulting in from negligence or otherwise arising in connection with this Agreement shall in no circumstances exceed the sum paid by the customer to Dashi in respect of the Data traffic and Services. Nothing in this agreement shall exclude or restrict the liability of Dashi for fraud, death or personal injury resulting from the negligence of the company.
10. General
10.1. All notices given pursuant to any of these Conditions must be given by facsimile or letter. Whereby any such notice is given by facsimile, it shall be deemed to be given at the time when it is received by the recipient and in the case of any notice given by letter, it shall be deemed to have been given at the time when it would have been delivered to the recipient in the ordinary course of post. All notices to Dashi must be delivered to its address specified above.
10.2. If any term or provision within these conditions shall in whole or in part be held to any extent to be illegal or unenforceable, then such term or provision or part shall to that extend be deemed not to form part of these conditions and the enforceability of the remainder of these conditions, shall not be affected. Furthermore Dashi and the Customer agree that substitute provisions, as agreed by the Parties, will be used in a form as similar as possible to the offending provision without rendering them illegal or unenforceable.
10.3. No variation, extension, exclusion or cancellation of these Conditions shall be binding upon Dashi unless and until it is confirmed in writing by the Director of Dashi.
10.4. The Customer shall not be permitted to assign or subcontract this Agreement or any part of it without the written consent of Dashi. Dashi will be entitled to assign or sub[1]contract this Agreement or any part thereof.
10.5. Nothing in this Agreement shall create or be deemed to create a partnership or relationship of principal/agent or employer/employee.
10.6. The headings to the clauses of this Agreement and to the paragraphs of the Schedules will not affect its construction.
10.7. These conditions shall be governed by English Law and English Courts alone shall have jurisdiction in any dispute between Dashi and the Customer.
11. Ending this agreement & Disconnection of Services
11.1. You may end this Agreement in the following ways:
11.2. You can end the Agreement during your Minimum Term by giving notice at least 30 days before the date you want to end the Agreement. However, you must pay us all the Charges you owe, plus any Cancellation fee.
11.3. Dashi must be informed 30 days before the end of the contract that they do not wish to renew their agreement or they will be entered into another Minimum Term from the end date of their initial term date.
11.4. Dashi may end this Agreement in the following ways;
11.4.1. On 30 days’ notice, outside of the Minimum Term. If your Agreement does not have a Minimum Term, or the Minimum Term has expired, we can end this Agreement by giving you at least 30 days’ notice of ending Agreement.
11.4.2. Because of your conduct. In the following cases, we may end your Agreement immediately and you will have to pay all the Charges you owe until Dashi disconnects you.
11.4.3. If Dashi have the right to Suspend your services and we believe that the grounds are serious and have not been, or are unlikely to be, rectified:
11.4.4. If you fail to pay any Charges due to us by the date due we may (without losing or reducing any other right or remedy) suspend any Services (in whole or in part) without notice if:
11.4.5. You fail to make any payment requested within seven days of the date in the letter. Email or appropriate correspondence requesting such payment.
11.4.6. Two consecutive direct debit requests are rejected and/or you fail to pay any payment on the due date where there have been two preceding failures which were remedied within the seven day period.
11.4.7. If Dashi believe that your use of our Services, is jeopardising the operation of our network, our network providers or its MNO network, or is of an unacceptable nature or in the event of your bankruptcy, insolvency or death.
11.4.8. Dashi may end the Agreement if we no longer have access to other operator’s networks which we need to provide Services, or if we are no longer able to provide Services due to factors beyond our control or because we cease business.
11.5. Once you are connected, you can only end this agreement in the ways set out in this section. However if you are a consumer, any statutory rights which you may have, which cannot be excluded or limited, will not be 8 affected by this section. For more information about your statutory rights please contact your local authority Trading Standards Department or Citizens Advice Bureau.
11.6. If a request is received to port a mobile telephone number to another network provider, we will not be obliged to provide a porting authorisation code to you unless;
11.6.1. The minimum contract term (if applicable) has expired; and
11.6.2. There are no outstanding amounts due from you to us in relation to this Agreement.
11.7. In the event that you cancel, suspend or amend any direct debit arrangements set up for the purposes of making payment due to us in respect of the Charges without our express written consent, we reserve the right to charge you the current monthly billed amount or the commitment amount upfront for the remainder of the contract term.
12. Effect of this agreement ending
12.1. If this agreement ends, we will close your account and disconnect you and you will not be able to use any Services or make emergency calls.
12.2. You must immediately pay all Charges you owe up to the date the agreement ends. If we end the agreement due to your conduct or if you end your Agreement with the Minimum Term, the Charges will include a Cancellation Fee.
12.3. You will not be entitled to any remaining Hardware Fund or Airtime Fund following termination of these Agreements.
12.4. You shall return all data traffic to us in accordance with clause 4.3
12.5. This contract will automatically rollover for the term of two years from the date of expiry, unless 90 days’ notice is given in writing to Dashi by the Client.
12.6. Dashi reserve the right to pass on to the Client any increase in charges from a third party provider.
13. Variations to your agreement or prices
13.1. We may vary any of the terms of your Agreement on the following basis: we will make best endeavours to let you know at least 30 days in advance if we decide to;
13.2. Discontinue the Services; or
13.3. Make any variations to your agreement which are likely to be of detriment to you; or
13.4. Increase the fixed periodic charges for the Services (if applicable) by an amount which is more than the percentage increase in the Retail Prices Index Figure (or any future equivalent) in any twelve month period.
13.5. You can end the agreement for such variations as explained in clause 11. Subject to the above, you will not be able to end the agreement if such variation or increase;
13.5.1. Is due to changes to the law, government regulation or license which affects us; or
13.5.2. Relates solely to Additional Services;
13.6. If you carry on using our Services after the variation commences, you will be deemed to have accepted the variation and such variation does not require the signature of either party.
13.7. The following are agreed to be short notice price variable services: premium rate services, roaming services, international services, personal number services, special numbers, short codes, directory assistance numbers and any other service being subject to price changes that we cannot reasonably avoid. For short notice price variable services we will pass on the burden of any cost increase by giving you 30 days’ notice where possible, or such lesser notice given to use by a relevant third party.
14. Third Party Rights
14.1. This agreement is entered into by us for the benefit of us, our network provider and their MNO.
15. In the event of a successful Claim We will not cover the Excess which must be paid by you.
15.1. All figures above are inclusive of VAT at the rate of 21%. Should the rate of the VAT change at the time of claim then Dashi will adjust the excess fees to match the correct rate.
