Terms and conditions

TopUp Direct

Important Notice for customers who use the TopUp Direct service (Pre-October 2012)

These terms and conditions will apply when you access the TopUp Direct service via the www.vodafone.co.uk website. Before proceeding to use the service, we ask that you read these terms and conditions carefully. You will also find that they contain some useful advice on how to use our on-line service.

If you find yourself unable to agree to these terms and conditions, then you must not use our service and we ask that you do not click on the “accept” button that appears at the end of the registration page. If however, you agree to them unconditionally, please confirm this by clicking on the check box shown on the main Registration page, and you will then be able to use our service us to which these terms and conditions will apply.

1. General information

For your convenience, we have listed below some general information about ourselves:

"We" are Mi-Pay Limited of Mi-Pay Ltd, Red House, Brookwood, Surrey, GU24 8BZ.

Our email address is Customer.Support@Mi-Pay.com. Our VAT number is 870699183. The service which We offer is a Prepay TopUp Service (“the Service”) that offers an online account (the "Vodafone TopUp Direct Account") which is managed by Mi-Pay Ltd on behalf of Vodafone from which following successful registration, the account holder (the " Vodafone TopUp Direct User") can purchase airtime or a variety of product subscriptions using their registered payment instruments and add it to the balance of registered Vodafone Accounts. This can be done via a choice of channels; by using the website; or by requesting a TopUp via an SMS message to 2345 or through the Vodafone pay as you go credit line on 2345.

“Vodafone TopUp Direct” means the mobile network service provider that provisions the mobile phone service for the mobile phone number registered on the Vodafone TopUp Direct Account.

The "Agreement" means these Conditions (and the documents referred to in them) and the Registration Form. These Conditions, and any changes made to them, may be viewed and printed out at any time from our Website.

The "Internet" means the global data network comprising interconnected networks using IP (Internet Protocol).

The "Registration Data" means your name, geographic address, e-mail address, date of birth, and payment details The "Registration Process" means the registration form for the prepay TopUp Service completed online by you at www.vodafone.co.uk.

The "Website" means a set of associated web pages accessible via the Internet.

"you", "your," or "yours" means the person we make this Agreement with.

"we," "us," or "our" means Mi-Pay Ltd.

2. Commencement of this agreement

This Agreement starts on the day when we accept your registration details for the Service, following completion by you of the online Registration Process. We will notify you of our acceptance of your registration by e-mail. The terms set out in this Agreement will be deemed to apply on every occasion you choose to use our Service.

3. Provision of the service

3.1 We agree to provide you with the Prepay TopUp Service under the terms and conditions of this Agreement and in performing our obligations under this Agreement, we will exercise reasonable care and skill.

3.2 Provision of the Prepay TopUp Service is dependent upon completion of the Registration Process by you and in registering you are accepting provision of the Prepay TopUp Service immediately upon our acceptance of your Registration Data. Registration for the Prepay TopUp Service is free of charge. You represent and warrant that all information that you provide to us in connection with the Prepay TopUp Service, including but not limited to your Registration Data will be complete and accurate in all respects and you acknowledge that We are wholly reliant on the accuracy of the Registration Data you provide and will rely on it in the provision of the Service to you.

We reserve the right to decline your registration to use The Service, and withhold the reasons why the registration was declined.

Each Vodafone TopUp Direct User will be allocated a personalised account to use The Service known as their Vodafone TopUp Direct Account. To become a Vodafone TopUp Direct User, you must provide certain information to us. When you become a Vodafone TopUp Direct User you will have certain duties to Vodafone and Mi-Pay Ltd, including those in relation to the security of your account, and the associated passwords and PIN numbers.

In order to become a registered user, you must supply a valid credit or debit card, a valid bank account that accepts Direct Debit payments and you must provide certain information to us to enable us to validate your identity and verify that you are the owner of, or an authorised user of, such credit or debit card(s) and of the bank account(s). You will also have to provide us with details such as your postal address, a valid email address and details of the Vodafone Accounts that you would like to register for your Vodafone TopUp Direct Account (your "Registration Data"). Each Vodafone TopUp Direct User may register such number of Vodafone Accounts as may be determined by us. The information that you provide may be validated against information we already have on file that is associated with you, your credit or debit card, your bank account, the Vodafone Account or information we receive from one or more third parties, or information maintained by a third party.

If you are unable to provide adequate information for us to validate your identity or the authority of the holder of the Vodafone Account, we have the right to not allow you to register for The Service. You warrant that the information is correct and that you have the legal right to use all of the credit or debit cards and all of the bank accounts you register for the Prepay TopUp Service.

By signing up for the Prepay TopUp Service, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the online registration form, and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that your Registration Data is untrue, inaccurate, not current or incomplete, we have the right to suspend, terminate, or refuse your current or future use of The Service. If the Direct Debit Instruction lodged with your nominated bank is rejected for whatever reason, we have the right to suspend, terminate, or refuse your current or future use of The Service.

3.3 You are responsible for providing a suitable computer with Internet access and web browser and any other items of hardware or communications equipment necessary to enable you to access and use The Service. In consideration of agreeing to your use of this website, you acknowledge that the ownership in any intellectual property rights (including, for the avoidance of doubt, copyright) in this website belongs to us. Accordingly, any part of this website (or its source HTML code) may not be used, transferred, copied or reproduced in whole or in part in any manner other than for the purposes of utilizing this website meaning that you may only display it on your computer screen and print it out on your printer for the sole purpose of viewing its content.

You may only use the trademarks featured in our website for the purpose of displaying this website on your computer screen or printing out this website on your printer in accordance with Condition 3.3 above.

You may not link this website to any other website. Furthermore, we do not make any warranties, representations or undertakings about the content of any other website which may be referred to or accessed by hypertext link with this website, and we do not endorse or approve the content of such third party websites.

You are responsible for ensuring the security of the computer or other computers you use to access The Service. We are not responsible for losses incurred by you including, without limitation, the use of your account by any person other than you, arising as the result of misuse of passwords. We are not responsible for losses incurred by you including, without limitation, the use of your account by any person other than you, arising as the result of inadequate provision of security on those computers used by you to access the service such that the passwords can be obtained without your consent.

3.4 We cannot guarantee that The Service will never be faulty but we will correct reported faults as soon as we reasonably can.

3.5 We reserve the right to temporarily suspend the Prepay TopUp Service for operational reasons, but before doing so will give you as much notice as we reasonably can. We will restore the Prepay TopUp Service as soon as possible after any suspension.

3.6 For operational reasons, we may have to alter codes, numbers, or technical specifications associated with the Prepay TopUp Service. For service-affecting changes, we will give you as much notice as we reasonably can

3.8 If you are not satisfied with any aspect of the Prepay TopUp Service you may contact us by calling 191 from your Vodafone mobile.

3.9 You can use the Prepay TopUp Service to order TopUps for your registered Vodafone Accounts as follows. The nominated Vodafone Account will be updated to reflect the TopUp ordered by you shortly after you place your order. Payment is processed immediately and confirmed, and airtime will be credited usually within 2 minutes although this may take up to 24 hours. WHERE A TOPUP IS ORDERED AND ACCEPTED BY VODAFONE POWERED BY Mi-Pay Ltd, YOU WILL BE UNABLE TO CANCEL THE ORDER.

3.10 Accessing and Changing Your Information. You can review the personal information you provided to us and make any desired changes to such information, or to the settings for your Vodafone TopUp Direct Account, at any time by logging in to your account at www.vodafone.co.uk and changing your preferences in the Change Details section of the "TopUp Direct" pages within MyVodafone. You can also close your account through the Vodafone website in the change details section of the TopUp Direct pages within MyVodafone. If you close your Vodafone TopUp Direct Account, we will mark your account on our database as "Closed," but will keep your account information in our database for a limited period of time . This is necessary in order to deter fraud, by ensuring that persons who try to commit fraud will not be able to avoid detection simply by closing their account and opening a new account. However, if you close your account, your personally identifiable information will not be used by us for any further purposes, nor sold or shared with unrelated third parties, except as necessary to prevent fraud and assist law enforcement, or as required by law.

4. Charges and payment

4.1 We are responsible for collecting all payments for orders placed through the Prepay TopUp Service on behalf of Vodafone.

We act as the Vodafone’s agent for authorising and collecting these payments. Payment is authorised at the time of the order being placed by you, and the payment is taken from the bank account registered on the Direct Debit Instruction currently in place on your account.

By placing your order, you authorise us to take the relevant payment by Direct Debit. This Direct Debit appears on your bank statement as “Mi-Pay Re: Vodafone” for TopUps applied to a Vodafone pay as you go phone.

If there is no Direct Debit Instruction lodged against the bank account that is associated with the Vodafone TopUp Direct Account, or the Direct Debit payment is returned or rejected by the bank for whatever reason, you authorise us to take the relevant payment by the credit or debit card you nominate during registration for The Service.

We may set an upper limit of total amounts you may order through your Vodafone TopUp Direct Account, and reserve the right to amend this limit at any time without notifying you.

5. Use of your information

5.1 When you first provide us with details of your credit and / or debit cards they will immediately be authenticated on line by the card issuers, using our secure facilities. Each time the details of your credit and / or debit cards are changed, they may be immediately authenticated on line by the card issuer.

Payment details you provide during the registration procedure will be encrypted and stored on a secure server.

We reserve the right to restrict your access to The Service as and when Mi-Pay Ltd deems that the activity or the changes of personal or payment data on the Vodafone TopUp Direct Account breaches the risk business rules associated to the Prepay TopUp Service. The risk business rules monitor changes made to your personal and payment details held on your Vodafone TopUp Direct Account, the volume and value of TopUps requested through your Vodafone TopUp Direct Account and the failure of collection of payment for the authorised TopUps.

5.2 We may communicate with you on a regular basis via email or SMS to provide requested services, inform you of updates regarding your Vodafone TopUp Direct Account and we also may communicate by phone to resolve complaints or investigate suspicious transactions. We use your email address to confirm your registration to our Prepay TopUp Service, to confirm the Direct Debit Instruction to be lodged against your bank account, to send the Direct Debit advance notice of payment each time your order for TopUp is accepted.

We also use your email address to send you information about important changes to our products and services, and to send notices and other disclosures required by law or payment scheme rules. Generally, users cannot opt out of these communications, but they will be informational in nature rather than promotional.

5.3 We will use the personal data you provide with your Registration Information, together with transactional data (but not your personal financial details) for the purposes of:

(a) processing your registration;

(b) administration of The Service; and

(c) statistical purposes to improve The Service.

5.4 We may share your personal information with: companies within the Vodafone group of companies and any company or other entity in which Vodafone Group owns (directly or indirectly) more than 15% of the issued share capital for the purposes described in these terms and conditions (including, without limitation, its fixed line telephony and insurance companies); and in the event that we undergo re-organisation or are sold to a third party, you agree that your personal information may be transferred to that re-organised entity or third party for the purposes and subject to the terms of this Agreement.

Your personal information may be held and used by companies within the Vodafone Group for a number of purposes and Vodafone Group may use third parties to support Vodafone Group with purposes that include, without limitation:

processing your orders or applications; administering your account and billing; settling accounts with those who provide related services to Vodafone Group; disclosing your data to bank and debit and credit card companies to validate your debit or credit card details; dealing with requests, enquiries or complaints and other customer care related activities; debt recovery (also using recovery agents and agents facilitating to contact you) and legal actions and all other general administrative and business purposes; carrying out market and product analysis of your information to develop and improve and to tell you about Vodafone Group’s products and services, new developments, special offers, discounts and awards which Vodafone Group believe may be of personal interest to you. Vodafone Group may tell you by automated means or otherwise, including by email, fax, mobile text message, MMS, telephone, post and via world wide web, WAP and similar sites subject to any preferences indicated by you at the time you apply to enter into this Agreement or subsequently; contacting you about the products and services of carefully selected third parties and allowing you to receive advertising and marketing information from those selected third parties but without passing control of your information to the third party concerned; passing on data to organisations from which you have ordered any products and services; registering your details and allocating or offering you rewards, discounts or other benefits and fulfilling any requests or requirements you may have in respect of Vodafone Group’s loyalty or reward programmes and other similar schemes; carrying out any activity or disclosure in connection with a legal, governmental, national security or regulatory requirement on us or in connection with legal proceedings, and for the prevention and detection of crime or fraud and the prosecution of offenders or suspected offenders; or carrying out activities connected with the running of Vodafone Group business such as personnel training, quality control, network monitoring, testing and maintenance of computer and other systems and in connection with the transfer of any part of Vodafone Group business in respect of which you are a customer or a potential customer.

5.5 These provisions should be read in conjunction with the Mi-Pay Ltd Privacy Policy.

6. Restrictions on use

6.1 You must not re-sell or attempt to re-sell The Service (or any part of it) to any third party or attempt to exploit The Service for any commercial purposes.

6.2 A person who is not a party to this Agreement has no right under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

6.3 You must not knowingly order a TopUp when there are insufficient funds in your bank account or insufficient credit on your credit or debit card to allow Mi-Pay Ltd to collect payment successfully on behalf of Vodafone.

7. Misuse

7.1 Neither you nor anyone else authorised by you may use the Prepay TopUp Service:

(a) fraudulently or in connection with a criminal offence;

(b) in an unlawful manner, in contravention of any applicable legislation or licence;

(c) in a way that does not comply with any instructions that we have given to you;

(d) or attempt to use The Service for tampering, hacking, modifying or otherwise corrupting the security or functionality of the Prepay TopUp Service, and you must make sure that this does not happen. The action we can take if it happens is explained in paragraphs 9.1 and 9.2.

You agree not to post or transfer to our website (nor include in any message) any material which is obscene, misleading, inaccurate, defamatory, illegal, in breach of any copyright or other intellectual property right, or damaging to data, software or the performance of our or any other parties’ computer system. You agree to indemnify us in respect of any liabilities, losses, expenses, or other costs whatsoever incurred as a result of a breach of your obligation under this condition, including, but not limited to, any claims made against us by any third party.

8. Security

8.1 In order to use the Prepay TopUp Service you will choose a PIN number. You are responsible for the security and proper use of you PIN number relating to the Prepay TopUp Service and must take all necessary steps to ensure that the PIN number, is kept confidential, secure and is used properly. You agree not to divulge your PIN to any other person, and you agree not to use another person's PIN. However, you may authorise additional users of your account subject to them agreeing to be bound by the terms and conditions of this Agreement. If you give your PIN to another person, either in accordance with this provision or otherwise, you will be deemed to have authorised them to use that PIN for any and all purposes. You agree that we shall have no liability to you or any other person for any losses or damages that you or anyone else may incur if you disclose your PIN to any other person, including losses arising out of the re-disclosure of this information by the recipient to another person

8.2 You will be able to change your PIN. If you forget your PIN, you can request a new pin to be sent to your email address.

8.3 If we have reason to believe that there is likely to be, or has been, a breach of security or misuse of the Prepay TopUp Service we may:

(a) require change of your PIN; and/or

(b) suspend user PIN access to the Prepay TopUp Service, and notify you accordingly.

8.4 You must inform us immediately if you believe that any PIN or has become known to any other person or if any PIN is being or is likely to be used in an unauthorised way.

8.5 You agree to update us immediately with any changes to the information you give to us during the Registration Process including any changes to your account details.

9. If you break this agreement

9.1 We can suspend the Prepay TopUp Service or terminate this Agreement (or both) immediately if:

(a) you breach this Agreement;

(b) we believe that the Prepay TopUp Service is being used in a way forbidden by paragraph 6, even if you do not know that the Prepay TopUp Service is being used in such a way;

(c) we determine that your account is inactive;

(d) bankruptcy or insolvency proceedings are brought against you, or an arrangement with creditors is made, or a receiver or administrator is appointed over any of your assets, or you go into liquidation;

(e) one or more than one payment resulting from your order of a TopUp cannot be collected successfully by Mi-Pay Ltd on behalf of Vodafone;

(f) payments collected successfully by Mi-Pay Ltd on behalf of Vodafone from your order of a TopUp are subsequently disputed by you or your card issuer or your bank and the monies for the aforementioned payment are returned to you or your card issuer or your bank;

(g) We receive an advice from your bank that the Direct Debit Instruction lodged against your bank account is no longer valid;

(h) We receive notification from Vodafone that your mobile network service provision has been barred.

9.2 We may seek to recover any outstanding payments or payments that have failed collection for which you will remain liable.

9.3 If we suspend the Prepay TopUp Service, it will not be restored until you satisfy us that the Prepay TopUp Service will only be used in accordance with this Agreement.

9.4 If the Prepay TopUp Service is suspended because of a breach of this Agreement by you, this Agreement will still continue.

10. Ending this agreement after the service is provided

10.1 Activation of the Prepay TopUp Service will be deemed to have occurred upon confirmation that your registration was accepted either:

a) being presented to you on the Web site that you accessed to register for this Prepay TopUp Service, or

b) sending of an email to your email address entered on your Registration Data.

10.2 After activation of the Prepay TopUp Service, this Agreement may be ended, by either you (if you have no right to terminate under paragraph 9.1) or us on immediate notice to the other and subject to all outstanding payments being satisfied.

10.3 Notice of cancellation should be sent by you by e-mail to Customer.Support@Mi-Pay.com.

11. Matters beyond our reasonable control

If we cannot do what we have promised in this Agreement because of something beyond our reasonable control such as failure of electronic or mechanical equipment or communication lines, telephone or other interconnection problems, computer viruses, 'hacking', unauthorised access, theft, operator error, earthquakes, lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, national or local emergency, anything done by government or other competent authority or industrial disputes of any kind (including those involving our employees), or information lost due to malfunction or loss of any electronic systems, we will not be liable for this. If any such events continue for more than 7 days, you can terminate this Agreement provided that you give us notice. If the events continue for more than 3 months, we can terminate this Agreement by giving you notice. In either event, no administration charge will be raised.

12. Our liability

12.1 We accept liability if you are injured or die as a result of our negligence. We do not limit that liability and paragraphs 12.2 and 12.3 do not apply to that liability.

12.2 We have no liability for any loss that is not reasonably foreseeable, nor any loss of business revenue, profit, or savings you expected to make, wasted expenditure or data being lost or harmed. Neither we nor our subcontractors shall be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data or other intangible losses, even if we have been advised of the possibility of such damages.

12.3 Our liability in Agreement, tort or otherwise (including liability for negligence) under or in connection with this Agreement is limited to £250 for any event or related series of events and £500 for all events in any period of 12 months.

12.4 We are not liable under this Agreement whether in contract, tort (including liability for negligence) or otherwise for the acts or omissions of other providers of telecommunication services or for faults in or failures of their networks and equipment.

12.5 The Internet is separate from the Prepay TopUp Service and use of the Internet is at your own risk and is subject to any applicable laws. We have no responsibility for any goods, services, availability, information, software, or other materials obtained by you when using the Internet.

12.6 SMS telecommunications is separate from the Prepay TopUp Service and use of SMS is at your own risk and is subject to any applicable laws. We have no responsibility for any goods, services, information, software, or other materials obtained by you when using SMS.

12.7 Each provision of this paragraph 12 operates separately in itself and survives independently of the others.

13. Reimbursement

13.1 You must reimburse us in respect of any sums we are obliged to pay because:

(a) the Prepay TopUp Service is misused in any of the ways described in paragraph 7;

(b) any claims or legal proceedings are brought or threatened against us by another person in respect of defamation, breach of copyright or other intellectual property right infringement which are attributable to your use of The Service; or

(c) if you use the Prepay TopUp Service for business purposes, any claims or legal proceedings are brought or threatened against us by another person because The Service is faulty or cannot be used by them.

14. Assignment

Neither we nor you may transfer or try to transfer this Agreement or any part of it to anyone else, except that we may transfer our rights and obligations to another company.

15. Amendments

We may change the terms and conditions of this Agreement at any time. We will give you at least 7 days notice of any changes before they take effect. Any changes may also be viewed at www.vodafone.co.uk.

16. Giving notice

16.1 Notices given under this Agreement may be given on-line by electronic mail using the Prepay TopUp Service to the addressee at the following address:

(a) To us: at the email address Customer.Support@Mi-Pay.com or any alternative address which we notify to you any time;

(b) To you: at the email address you specify when registering for the Prepay TopUp Service or any alternative address which you notify to us at any time.

17. Law and jurisdiction

This Agreement is governed by English law and both we and you submit to the exclusive jurisdiction of the English Courts.