Terms and conditions

Office 365 offered by Vodafone

1. Agreement structure

1.1. This agreement between the Customer and Vodafone incorporates the Order Form, these General Terms and the applicable Online Services Use Rights.

1.2. If there is any inconsistency between the various provisions of the Agreement, the following order of precedence will apply, where 1 has a higher precedence than 2 and so on: (1) Order Form; (2) Online Services Use Rights (3) General Terms and Conditions.

2. Availability of the Licensed Services

2.1. Vodafone shall use reasonable endeavours to provide the Customer with the Licensed Services; however, Vodafone cannot guarantee that the service will be fault-free.

2.2. Vodafone may suspend the Licensed Services: (i) in order to carry out maintenance or testing; (ii) when it is necessary to safeguard the security and integrity of the Licensed Services or to reduce the incidence of fraud.

3. The Customer’s use of the Licensed Services

3.1. The Customer may supply the Licensed Services to End Users, but not to any other party. The Customer shall ensure the compliance of End Users with the terms of this Agreement, all applicable laws and Codes of Practice.

3.2. The Customer shall not use any Licensed Services for any purpose that Vodafone (acting reasonably) believes is abusive, a nuisance, illegal or fraudulent.

3.3. Where a specific End User causes the Customer to be in breach of its obligations of clause 3.2, Vodafone shall be entitled to suspend such End User’s use of the Services. Vodafone shall notify the Customer of its intention to do so where this is reasonably practicable, allowing an opportunity to remedy the alleged breach (where it is capable of remedy); otherwise Vodafone shall notify the Customer as soon as reasonably practicable after the suspension. This right of suspension shall only apply during the period of breach, although re-instatement of the Service may be subject to the payment of a reconnection Charge by the Customer.

3.4. During any period of suspension, the Customer shall continue to pay all Charges due under this Agreement in respect of the suspended Services.

4. Charges and Payment

4.1. Vodafone states all Charges are exclusive of VAT, unless specified otherwise. All Charges not specified on an Order Form shall be at the Standard List Price.

4.2. Access Fees shall be invoiced by Vodafone monthly in advance and all other Charges shall be invoiced monthly in arrears. Invoices shall be paid by the Customer in cleared funds no later than 30 calendar days from the date of the invoice (“Due Date”), by direct debit.

4.3. If the Customer reasonably and in good faith disputes an invoice or part of it, the Customer shall notify Vodafone within 14 days of receipt of the invoice, providing details of why the invoiced amount is incorrect and, if possible, how much the Customer believes is due. All undisputed Charges shall be paid by the Due Date.

4.4. Where Vodafone has not received payment for undisputed Charges by the Due Date, Vodafone shall: (i) contact the Customer’s Accounts Payable Department to request payment; and (ii) be entitled to charge interest on the overdue Charges at the highest rates permitted by applicable law. Where Vodafone has not received payment within 30 calendar days of the Due Date, Vodafone shall be entitled to terminate this Agreement.

4.5. The Customer shall not be entitled to offset any sums that Vodafone owes to the Customer under this Agreement or any other agreement or dispute between the Parties against any sums that the Customer owes to Vodafone under this Agreement.

4.6. Vodafone may credit assess the Customer from time to time as reasonably required to assess Vodafone's risk. Each credit assessment shall entitle the Customer to have a credit limit on their Vodafone account (details of which are available on request).

5. Software Licence and Intellectual Property

5.1. Use of the Licensed Services shall be subject to the terms of the Online Services Use Rights. If the Customer does not accept the terms of the Online Services Use Rights, the Customer shall not use, and Vodafone shall not be bound to deliver, the relevant Licensed Service.

5.2. The Customer shall not:

5.2.1. Transfer, sub-licence, lend or otherwise make available the Software to any other party;

5.2.2. Modify, adapt, make error corrections or create derivative works based on the Software;

5.2.3. copy, decrypt, or reverse engineer the Software or any part of it, or otherwise convert it from the form in which it was supplied, to a form more readily comprehendible by a human. This is provided that where the Customer has the right by law to decompile such Software to obtain information which is necessary to render the Software interoperable with other software, and upon written request by the Customer providing full information, Vodafone shall at its option provide a software interface to enable such interoperability or such information, subject to reasonable conditions including a reasonable fee;

5.2.4. Separate the components of a Licensed Service, or upgrade or downgrade them at different times, except as permitted in this Agreement;

5.2.5. Use Software for any purpose other than using the Licensed Services in accordance with this Agreement and the Online Services Use Rights; or

5.2.6. Use or export the Licensed Services in a manner that is contrary to United States and international export laws and regulations that apply to the Licensed Services. These laws include restrictions on destinations, End Users and end use. Additional information can be found at www.microsoft.com/exporting.

5.3. The Intellectual Property Rights that exist in Services and Software are owned by Vodafone and Vodafone’s licensors. By supplying the Customer with Services or Software, Vodafone is not transferring or assigning ownership of any Intellectual Property Rights in or relating to them to the Customer.

5.4. Where Vodafone creates Intellectual Property Rights during or as a result of the supply by Vodafone of Licensed Services, Software or Equipment to the Customer, Vodafone shall own all such Intellectual Property Rights.

5.5. The Customer must not do anything to jeopardise Vodafone or its licensor’s Intellectual Property Rights [including (i) any of the prohibited acts set out in Clause 5.3; (ii) register or attempt to register any competing Intellectual Property Rights to Vodafone or its licensor’s Intellectual Property Rights; (iii) delete or tamper with any proprietary notice on or in Vodafone or its licensor’s Intellectual Property Rights; (iv) take any action that diminishes the value of any trade marks included in Vodafone or its Licensor’s Intellectual Property Rights; or use any Equipment or Services in violation of applicable law.

6. Termination

6.1. Each Party shall have the right to terminate this Agreement in whole or in part by giving the other 1 month’s written notice of termination.

6.2. The Parties shall each have the right to terminate this Agreement with immediate effect (by serving written notice of termination to the other Party):

6.2.1. if the other Party becomes subject to an Insolvency Event; or

6.2.2. if the other Party is in material breach of any of its obligations under this Agreement (provided that where such breach is capable of remedy, the breaching Party is given 30 days to rectify such breach from the date that notice of any breach is received from the non-infringing Party);

6.3. Vodafone shall have the right to terminate the service on 14 days’ notice without liability to the Customer, if the Customer has no active mobile connections on their Vodafone account.

6.4. If Vodafone’s licensor believes in good faith that the Customer is acting in a way that would amount to a breach of the applicable Online Services Use Rights if such Customer had entered into an agreement directly with Vodafone’s licensor, Vodafone may be obliged to stop supplying the Licensed Service to the Customer, but provide the Customer with such prior written notice as is reasonably practicable.

6.5. The Parties shall acknowledge, as soon as reasonably possible, the receipt of any notice of termination of this Agreement (in whole or in part) received in writing from the other Party.

7. Consequences of termination

7.1. On termination of this Agreement, the Customer shall immediately cease use of the Software (except Software which is embedded in Equipment to which the Customer has title).

7.2. The Customer shall if requested by Vodafone, delete or destroy all copies of the user documentation which Vodafone has supplied or which the Customer has copied, in whatever form and return, delete or destroy all copies of the Software (except Software which is embedded in Equipment to which the Customer has title) within seven calendar days of termination of this Agreement or of termination of the relevant Service, and provide Vodafone with written confirmation that all such copies have been returned, deleted or destroyed.

7.3. Where this Agreement has been terminated as permitted in this Agreement prior to expiry of any minimum term specified on the Order Form, Vodafone shall be entitled to charge, and the Customer shall pay, a lump sum termination payment equal to the Access Fees for the minimum number of End Users for each month remaining in the minimum term at the point of termination.

8. Confidentiality

8.1. This Agreement and any information about Services that is not publicly available is confidential, and may be disclosed by the Customer to the Customer’s employees only, strictly on a need-to-know basis, unless otherwise agreed in writing with Vodafone.

8.2. Vodafone shall be entitled to keep records of Customer information, which Vodafone shall use to perform Vodafone’s obligations under this Agreement, and for related purposes.

8.3. The Customer acknowledges and agrees that Vodafone shall provide the Customer’s nominated email address to Microsoft, and Microsoft shall be entitled to contact the Customer regarding Service issues, updates or upgrades, or maintenance issues concerning the Licensed Services.

8.4. Vodafone shall only provide the Customer’s details to Microsoft for Microsoft to use for direct marketing purposes where the Customer has consented to such contact.

8.5. Vodafone shall be entitled to disclose Customer information as required by any legal, regulatory or financial agency or by court order, any Vodafone group company or any third party (some of whom may be outside of the European Union) for the purposes of providing the Services.

9. Liability

9.1. Nothing in this Agreement shall operate to restrict either Party’s liability to the other from: death or personal injury resulting from negligent acts or omissions; claims for non-payment; the non-excludable statutory rights of consumers (for example, under laws providing for strict product liability); breaches of any Software license; breach of any obligation of confidence; and any infringement of Vodafone or its licensor’s Intellectual Property Rights.

9.2. Except for Clause 9.1 above and to the extent not prohibited by law:

9.2.1. each Party's maximum aggregate liability for all claims relating to Equipment or a Service provided pursuant to this Agreement, whether for breach of contract (including repudiatory breach), breach of warranty or in tort, including negligence, will be limited to 100% of the value of the Charges paid or payable under this Agreement, up to a maximum of £10,000 (ten thousand pounds); and

9.2.2. neither Party will be liable for any indirect, punitive, special, incidental or consequential damages in connection with or arising out of the terms of this Agreement nor any loss of business, revenue, profits, goodwill, use, data, or other economic advantage, however they arise, whether in breach of contract (including repudiatory breach), breach of warranty or in tort, including negligence, and even if that Party has previously been advised of the possibility of such damages. Vodafone shall not be liable to the Customer if it is unable to provide any of the Services contemplated by this Agreement due to circumstance outside its reasonable control.

9.3. Except for the payment obligations of the Customer, neither Party will be responsible or liable in any way for the failure or delay in the performance of its obligations due to Force Majeure. If a cause relied on by a Party hereunder ceases to exist, the Party will perform or resume performance of its obligations and the time for performance will be extended by a period equal to the duration of the Force Majeure. If Force Majeure persists for a period of more than 30 days, the other Party will be entitled to terminate this Agreement on written notice.

9.4. The warranties specified in this Agreement are the only warranties provided with respect to Services provided to the Customer by Vodafone. To the extent permissible at law, all other warranties (whether express or implied and including any implied warranties of fitness for a particular purpose or merchantability) are excluded provided that where legislation implies warranties or conditions or imposes obligations (statutory provisions) which cannot be excluded, restricted or modified except to a limited extent, this Agreement must be read subject to those implied statutory provisions.

9.5. Microsoft is not a party to this Agreement and, to the extent permissible by law, shall not have any liability to the Customer, whether for breach of contract (including repudiatory breach), breach of warranty or in tort, including negligence, for any damages, whether direct, indirect, or consequential, arising from the sale or use of the Licensed Services.

10. General Provisions

10.1. If the Customer supplies Vodafone with personal data (for example relating to End Users) the Customer shall ensure that it is accurate and up to date when disclosed. The Customer shall ensure that the Customer has obtained from the individuals concerned all necessary consents under the Data Protection Legislation to both the supply of the data to Vodafone, and the processing of it by Vodafone, for the purposes of performance of this Agreement, supply of the Equipment and Services and for direct marketing about Vodafone’s similar products and services. The Customer shall also ensure that any individual to whom personal data relates has given consent for Vodafone to pass such data back to the Customer. The Customer shall process all personal data fairly and lawfully, as required by the Data Protection Legislation and shall in particular, if processing personal data on behalf of Vodafone, comply with the Seventh Principle of the Data Protection Act 1998.

10.2. Each Party shall comply with its obligations under the Data Protection Legislation. The Customer acknowledges that Vodafone retains the role of Data Controller as defined in the Data Protection Act 1998 except in the limited circumstances where Vodafone processes any personal data for and on behalf of the Customer.

10.3. Vodafone shall be entitled to transfer in whole or in part any of its rights and obligations to any company within Vodafone’s Group at any time. Vodafone may use sub-contractors to perform any of its obligations under this Agreement but remains responsible for their performance.

10.4. Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

10.5. All notices served by the Customer under this Agreement shall be in writing and sent to the Head of Enterprise Contracts at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, or any other address Vodafone directs the Customer to use from time to time. Vodafone shall send all notices to the Customer at the Customer’s registered office. Notices will be deemed given: where they are hand delivered, when a duly authorised employee or representative of the recipient gives written acknowledgement of receipt; for e-mail communication, at the time the communication enters into the information system of the recipient; for posting, three days after dispatch; and for fax on receipted transmission of the fax.

10.6. Neither Party shall lose any right under this Agreement if it fails to use that right, or delays in using it. For a waiver of a right to be valid, it must be written and will not give rise to an ongoing waiver of that right unless it is expressly stated to do so.

10.7. Termination of this Agreement or any part thereof, shall be without prejudice to any other rights or remedies a Party may be entitled to at law or under the Agreement and shall not affect any accrued rights or liabilities of either Party nor the coming into force or the continuance in force of any provision of the Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

10.8. This Agreement is governed by English Law and is subject to the non-exclusive jurisdiction of the English Courts.

10.9. Only provisions set out in this Agreement shall apply to Vodafone’s supply of Services to the Customer. All other provisions are expressly excluded to the maximum extent permitted by law. The Parties acknowledge that, in entering into this Agreement, neither Party has relied upon any statement or warranty made, or agreed to, by any person, except those expressly set out within this Agreement. However, this shall not be taken to exclude either Party’s liability for fraud.

10.10. If a misrepresentation or untrue statement has been made, the only remedy available to the Parties shall be a claim for damages for breach of this Agreement, unless such misrepresentation or untrue statement was made fraudulently, or a provision of the Agreement was induced by fraud, in which case all remedies under English Law shall be available.

10.11. All headings in this Agreement are there for convenience, and do not have any legal effect. Use of the singular includes the plural and vice versa.

10.12. Every provision in this Agreement is independent from the others to the extent that, if a provision, or any part of it, is ruled to be illegal or unenforceable by the English Courts, that provision or the relevant part of it shall be treated as having been deleted from this Agreement, without affecting the remainder of that provision or the other provisions of this Agreement, which shall still have full effect.

10.13. If there is a dispute under this Agreement, and the Customer’s account manager has been unable to resolve the issue to the Customer’s satisfaction, the Customer may escalate the issue to a more senior representative within Vodafone. The Parties shall use the escalation process to its full before taking legal action against the other Party. Escalation routes within Vodafone shall be as follows, the Customer shall provide escalation contacts at equivalent levels: First: Head of Channel, Enterprise Sales (or if you are managed by a Vodafone Partner, your Vodafone Partner Manager), Second: Sales Director, Enterprise Sales (or if you are managed by a Vodafone Partner, the Head of Indirect Sales, Vodafone Limited), Third: Director of Enterprise, Vodafone Limited.

Appendix 1 – Definitions

Access Fee - The monthly or other periodic fee payable by the Customer for use of the Services.

Charge - Access fees, Connection fees, fees for Equipment, Software Licence fees, call fees, airtime fees and all other fees payable by the Customer for use of the Services.

Codes of Practice - All guidelines governing use or provision of mobile telecommunications and data services, issued by any generally recognised bodies (such as PhonepayPlus) or that are adopted by Vodafone from time to time, and all instructions, regulations or guidance issued by the Regulatory Authorities, whether or not mandatory.

Customer Information - Information that (a) the Customer provides to Vodafone; (b) details of how the Customer uses Services, including information relating to the volume and types of calls made, details of charges paid & other financial information; or (c) details of how the Customer has performed in meeting the obligations under this Agreement and other information relating to this Agreement.

Data Protection Legislation - The Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, any amendments or replacements to them, and any other legislation implementing Directives 95/46/EC and 2002/58/EC

End User - A person using a Service, who is an employee or contractor of the Customer.

Force Majeure - Any cause beyond a party’s reasonable control including without limitation, acts of God, war, fire, flood or other accident, strike, lockouts, delays in transport, material shortages, failures or fluctuations in electric power or telecommunications services or equipment, restrictions or prohibitions of any government or semi-government authority.

Insolvency Event - An event where a Party either ceases or threatens to cease conducting its business in the normal manner; or is treated as being insolvent, or threatens or is in jeopardy of becoming insolvent because it: (a) is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986); or (b) makes or offers to make any arrangement or composition with any one or more of its creditors; or (c) commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against it; or (d) any resolution or petition to wind up it up (being a limited company) is issued or passed or presented otherwise than for reconstruction or amalgamation; or (e) has had a receiver, administrator or liquidator appointed to it.

Intellectual Property Rights - Patents, design rights, trade marks, copyrights (including any such rights in typographical arrangements, websites or software), rights subsisting in trading, business or domain names and e-mail addresses, rights in inventions, rights in databases and all other intellectual property rights of a similar or corresponding character which subsist now or in the future in any part of the world whether registered or not and whether or not capable of registration, and any applications to register or rights to apply for registration of any of the foregoing in all parts of the world.

Licensed Service - The service(s) that Vodafone makes available to the Customer under this Agreement, including Exchange Hosted Services, Exchange Online, Office Communications Online, Office Live Meeting, and Office SharePoint Online, such list being subject to change from time to time.

Online Services Use Rights - Microsoft’s current terms of service under which Vodafone provides the applicable Licensed Service to the Customer.

Regulatory Authorities - OFCOM, the Office of Fair Trading, the Competition Commission, the Information Commissioner, the Advertising Standards Authority, or any similar authority established from time to time.

Service - A service provided by Vodafone pursuant to this Agreement as described in the relevant Service Specific Terms.

Software - A machine executable computer program, software module or software package or any part thereof (in object code only), supplied by Vodafone or its licensors to the Customer irrespective of how it is stored or executed.

Software Licence - The terms and conditions that prescribe how the Customer shall use Software and set out the rights of the Software owner/licensor and the Software user in relation to such Software.

Standard List Price(s) - Vodafone’s standard unsubsidised Charges for business Services and Equipment as advised to the Customer by Vodafone and/or as made available on request by Vodafone (as amended by Vodafone from time to time)

Vodafone’s Group - Vodafone Group Plc and any company in which Vodafone Group Plc holds, directly or indirectly, 50% or more of its issued share capital or has the right to exercise, directly or indirectly 50% or more of the voting rights.