Matrix Mobile Small Business Terms & Conditions

1. DEFINITIONS

In these Terms and Conditions, the following expressions shall have the following meanings:

(1.1) “MATRIX PLATINUM LIMITED” MATRIX PLATINUM LIMITED Communications Ltd with company registration number 3875632 and registered office: MATRIX PLATINUM LIMITED House, Kingsway, Haslingden, Rossendale, BB4 4QJ.

(1.2) “Agreement” This agreement, all sides completed, and all other associated schedules in writing.

(1.3) “Airtime” Means wireless airtime and network capacity procured from the Network Operator.

(1.4) “Bar” The act of barring the Subscriber from making or receiving calls on the Subscriber Apparatus.

(1.5) “Charges” Call charge, access charge, connection charge, minimum airtime charge, value-added service charge means the charges as described and at the rates (appropriate to the chosen tariff) as set out in the Schedule of Tariffs to be published by MATRIX PLATINUM CHARGES from time to time.

(1.6) “Connection” “Connected” The connection of equipment or SIM card to the selected tariffs and Systems.

(1.7) “Equipment” Means the items supplied by us under this Agreement and includes any Software (but not End-User Licensed Software) and documentation supplied under this agreement.

(1.8) “IMEI” The International Mobile Equipment Identify number incorporated into the Subscriber Apparatus.

(1.9) “Migration” Means the transfer or a mobile number to any alternative service provider on the same network.

(1.10) “Mobile Device” Means the mobile equipment incorporating a SIM card.

(1.11) “Network” Is the mobile device system over which our services are provided. This is a digital network, which works in many countries and may allow you to use your Mobile Device in those countries.

(1.12) “Network Operator” Means the network operator who operates the wireless network of networks to which the SIM Cards are connected.

(1.13) “Party/Parties” Means MATRIX PLATINUM LIMITED and the Subscriber either separately or together.

(1.14) “Payment Date” The date determined by MATRIX PLATINUM LIMITED on which MATRIX PLATINUM LIMITED invoices fall due for payment.

(1.15) “Portability” Means the transfer of a mobile number or Service to any alternative service provider and service operator.

(1.16) “Service(s)” The provision of airtime, together with those services identified in this Agreement, by means of the Systems offered by MATRIX PLATINUM LIMITED.

(1.17) “Service Operators” Means the networks.

(1.18) “SIM Card” A module which contains Subscriber Information and which, when used with GSM/UMTS equipment, enables access to the GSM UMTS Services.

(1.19) “Subscriber” The account holder responsible firstly for meeting the Charges.

(1.10) “Subscriber Apparatus” Means the approved equipment and SIM Card connected to the system.

(1.21) “System(s)” The public telecommunications system that MATRIX PLATINUM LIMITED makes available to the Subscriber.

(1.22) “Tariff” Means the MATRIX PLATINUM LIMITED tariff that sets out the rates, which we will charge you for your calls and other services you have chosen. Please contact us if you have not received a copy of our tariff with the order form.

(1.23) “Term” The length of time you commit to taking the service for each mobile device or mobile device upgrade ordered. The initial term is specified on the order form.

(1.24) “You” The Subscriber, being the customer identified in the Order Form.

(1.25) “Upgrade” Any supply of a new handset or mobile device.

(1.26) “Services Start Date” The start date for the Services as confirmed by Matrix in the first invoice (also referred to as the Go Live Date). 

(1.27) “Order Form” means the Order Form detailing the Services, Equipment, Fees and other applicable information for the provision of the services and which incorporated these terms and conditions.

2. ACCEPTANCE OF APPLICATION

2.1 In connection with this account application MATRIX PLATINUM LIMITED will carry out credit and fraud prevention checks with a licensed credit reference and fraud prevention agency & this agency will retain a copy of the search. Information from the application and payment details of the account will be recorded and may be shared with other organisations to help make credit and insurance decisions about you and members of your company and for debt collection and fraud prevention purposes.

2.2 MATRIX PLATINUM LIMITED will only accept the application overleaf when the Subscriber passes a credit check to MATRIX PLATINUM LIMITED’s satisfaction. This Agreement, together with the terms contained overleaf, constitutes the entire contract between the Subscriber and MATRIX PLATINUM LIMITED, and the terms of this Agreement shall apply to the exclusion of all others whether implied or proposed by the Subscriber orally or in writing unless expressly accepted in writing by MATRIX PLATINUM LIMITED.

2.3 MATRIX PLATINUM LIMITED offers mobile services to businesses and, upon accepting this application, assumes that all businesses have ten or more employees and subsidies and benefits are issued on the basis of this.

3. TERM

3.1 This Agreement will commence from the date the Order Form is signed by the last signature or you otherwise instruct MARTRIX PLATINUM LIMITED to commence the Services, at which time a contract is formed between you and MATRIX PLATINUM LIMITED, and once signed you may not terminate without cause.  

3.2 The Services will start on the Services Start Date and will continue for the following initial term depending on which service option is selected (the Initial Term): Platinum Package Option  is a five year  term with premium network pricing, Gold Package Option is a three year term with standard network pricing , Silver Package Option is a one year term with standard network pricing . At the end of the Initial Term, the contract will automatically renew for subsequent periods of twelve (12) months  (each an Extension Period) on  a rolling twelve (12) month basis unless you provide a minimum of ninety  (90) days’ written notice to terminate before the end of the Initial Term or then current Extension Period. Such termination is not to take place earlier than the expiry of the Initial Term or Extension Period.

3.3 Subject to clause 10 below, this Agreement shall then continue until terminated by either party giving not less than ninety (90) days prior written notice, such notice not to be served prior to the expiry of the said initial minimum contract term. 

3.4 This Agreement is a Master Agreement, and the provisions of Clause 1 and 3.2 are applicable to all mobile numbers and/or handsets Connected to MATRIX PLATINUM LIMITED and will also apply to subsequent Connections or Upgrades from the individual Connection or Upgrade date.

3.5 All Tariff changes will be subject to availability and a minimum spend.

3.6 You agree that each mobile device ordered by you is subject to its own agreement

4. CREDIT ACCOUNT

4.1 An account will be opened and a credit limit inclusive of VAT will be notified to the Subscriber and this credit limit should not be exceeded. Any increase in the credit limit must be requested in writing and will be subject to approval by MATRIX PLATINUM LIMITED, which may entail further credit checks. MATRIX PLATINUM LIMITED cannot accept responsibility for Subscriber overspends due to any reason including but not limited to billing cycles or delays in the availability of call data. Subscribers who anticipate exceeding their credit limit should contact MATRIX PLATINUM LIMITED to avoid the Services being suspended.

4.2 Credit limits are subject to periodic review at MATRIX PLATINUM LIMITED’s discretion. MATRIX PLATINUM LIMITED may require that a deposit be placed with MATRIX PLATINUM LIMITED in cases where the Subscriber incurs monthly charges in excess of the credit limit and the Subscriber authorises MATRIX PLATINUM LIMITED to debit their credit card, where details provided, at MATRIX PLATINUM LIMITED’s discretion for this excess amount overdue, or any amount over the credit limit set.

5. CONNECTION TO THE SYSTEM AND PROVISION OF THE SERVICE

5.1 MATRIX PLATINUM LIMITED will send you an annual notification of which phone numbers are allocated to you and under which contract/service agreement, if you have more than one contract with us .

5.2 Subject to these Terms and Conditions, MATRIX PLATINUM LIMITED will connect and maintain the connection of the Subscriber Apparatus to the System and, subject to the geographical coverage of the System from time to time and other limiting factors not under MATRIX PLATINUM LIMITED’s control, MATRIX PLATINUM LIMITED will endeavour to make the Services available to the Subscriber throughout the term of this Agreement.

5.3 MATRIX PLATINUM LIMITED shall be entitled, at its absolute discretion to transfer the Subscriber to another Service Operator, provided this incurs no additional costs to the Subscriber. Wherever practicable, fourteen (14) days written notice shall be given of such changes prior to their being made.

5.4 The Subscriber recognises and acknowledges that the Services depend on the availability of the Systems, which may from time to time, by their very nature, be adversely affected by physical features, atmospheric conditions, and other causes of interference may fail or require maintenance without notice.

5.5 The Subscriber should be aware that they will be charged for calls received whilst abroad (including voicemail) and that calls made and received whilst overseas may be charged in 30 or 60 second increments at rates set by the overseas network(s) together with any additional handling & network charges Premium rate calls can be charged at rates over £1.57pence per minute. Any such calls/text/data are not included in any bundle of inclusive calls/text/data which may form part of the tariff and billing delays of up to six months may occur for these charges and may be subject to an on advance deposit as requested from time to time.

5.6 MATRIX PLATINUM LIMITED shall bear no liability to the Subscriber whatsoever in connection with any Service provided by an overseas network, third party or Premium Rate provider.

6. PAYMENT

6.1 The Subscriber will pay any agreed initial charges, the monthly access charge any other fixed monthly charges, on or before the Payment Date. All orders/contracts between you and us, for all Matrix services, will be registered to a single client account, with one account reference and subject to single combined invoice. Fees for any hardware purchased will be split between a deposit payable on signature of the Order Form, with the remaining balance payable in one payment, following delivery of the Hardware. The deposit amount will be either (i) the percentage specified in the Order Form, or (ii) shall be 50% if not specified.

6.2 The service includes a charge for fraud monitoring and line care .

6.3 The Subscriber will pay all call charges (used in excess of any call charges that may be comprised in the minimum airtime charge but without rebate for any unused element of call charges in such Charge) including charges incurred from other networks, virtual networks, premium rate and overseas cellular and network operators (without discount) and also any handling charges set out in the schedule of tariffs, monthly in arrears, on or before the Payment Date. UK calls are billed per second and rounded up to the nearest penny. The networks may apply a minimum call charge, details of which can be found in the tariff terms and conditions on their websites.

6.4 The Subscriber will pay the cost of any subsequent reconnection made necessary by suspension of the Services carried out by MATRIX PLATINUM LIMITED due to non-payment (subject to Clause 10 below), prior to reconnection.

6.5 The Subscriber will pay all sums to MATRIX PLATINUM LIMITED by Direct Debit or by such other method as MATRIX PLATINUM LIMITED shall allow on or prior to the Payment Date. The acceptance of payment by any method other than Direct Debit by MATRIX PLATINUM LIMITED may incur a monthly administration fee of £7.50 + VAT.

6.6 All payments other than by Direct Debit must be received within fourteen (14) days of MATRIX PLATINUM LIMITED’s invoice date.

6.7 The Subscriber will be required to pay a fee of £7.50 + VAT per month for cancelled, dishonoured or failed Direct Debits or cheques.

6.8 Any sums due to MATRIX PLATINUM LIMITED from the Subscriber which are unpaid for more than fourteen (14) days after the Payment Date shall bear interest at the rate of four per cent (4%) above the base rate of NatWest Bank PLC calculated from the date payment was due to the date of actual payment becoming cleared funds.

6.9 Value Added Tax (VAT) and other taxes from time to time in force where appropriate shall be payable on all Charges referred to under this Clause 6.

6.10 The Subscriber will promptly advise MATRIX PLATINUM LIMITED in writing of any change of address or bank details.

6.11 The Subscriber authorises MATRIX PLATINUM LIMITED to charge the Debit/Credit Card, where details provided, with an amount equal to the outstanding balance on the Subscriber’s credit account, where the Subscriber has failed to pay MATRIX PLATINUM LIMITED by the Payment Date.

6.12 The Subscriber authorises MATRIX PLATINUM LIMITED to levy a Service Charge of three percent (3%) where MATRIX PLATINUM LIMITED is debiting the Subscriber’s Credit Card Account with any outstanding balance.

6.13 The Subscriber is solely responsible for the Subscriber Apparatus and/or SIM Card and shall remain liable for all call charges including any incurred during a period of theft, damage or loss until such theft, damage or loss is reported to the Service Operator and MATRIX PLATINUM LIMITED, and will remain liable for the monthly access charge until the Agreement has ended.

6.14 Unless otherwise agreed by MATRIX PLATINUM LIMITED in writing, any discount specified in the Order Form shall only apply during the Initial Term, and shall not apply to subsequent Extension Periods. Therefore Fees will automatically increase on commencement of the first Extension Period and each anniversary thereafter, and such increase will be in an amount equivalent to 15% plus the average percentage increase in the Retail Price Index over the preceding 12 months (as determined by the Office for National Statistics). 

6.15 In addition to any other rights provided in this Agreement, we have the right to periodically and as reasonably necessary, increase the Charges so as to reflect any increase in underlying third party costs related to the Services including without limitation underlying network, internet and mobile operator costs; as well as increases arising due to changes in law, National Insurance Contributions, National Minimum Wage and/or Real Living Wage. 

6.16 We reserve the right to review our invoices and fees charged on a regular basis in order to identify any errors and ensure that any backdated charges we receive from third party suppliers related to your Services, are also invoiced to your accordingly. All such backdated charges and errors shall remain payable by you in accordance with this Agreement. If we identify an overpayment by you, we will issue a credit against your next monthly invoice.

7. PUBLIC EMERGENCY CALLS

No charge will be made for Emergency calls similar to British Telecom’s 999 service made on the Subscriber Apparatus.

8. OBLIGATIONS OF THE SUBSCRIBER

8.1 The Subscriber acknowledges that the System is operated under License and by agreement with the Service Operators and that the provisions of the said Licenses and agreements apply to the use of the Service. The Subscriber hereby undertakes:

8.1.1 Not to use or permit the use of the System for any unlawful, immoral or improper purpose including the use of unlawful GSM SIM gateways or any purpose not recommended by the equipment manufacturer or the Service Operators or MATRIX PLATINUM LIMITED;

8.1.2 To comply with any reasonable instructions issued by MATRIX PLATINUM LIMITED relating to the System, the equipment or the Service and to use only the Subscriber Apparatus approved by the Service Operators and the British Approvals Board of Telecommunications;

8.1.3 Not to reverse, or permit anyone else to reverse, the charges on any telephone call;

8.1.4 Not to act, or omit to act, in any way which may injure or damage any persons, property or the System or cause the quality of the Service to be impaired.

8.1.5 Not to directly or indirectly be involved, or knowingly, recklessly or negligently permit any other person to be involved, in any fraud, illegal or immoral activity and shall notify MATRIX PLATINUM LIMITED immediately upon becoming aware of any such activity.

8.2 Should MATRIX PLATINUM LIMITED incur additional claims, damages, losses (including loss of profit, other economic loss or legal fees) due to Subscriber breach of this Agreement the Subscriber could be liable for these.

8.3 The Subscriber will promptly advise the Service Operator and MATRIX PLATINUM LIMITED, by phone and in writing in the event of loss or theft of the Subscriber Apparatus and/or the SIM Card.

8.4 The tariff chosen at the acceptance of this Agreement will remain the minimum tariff selected for the initial contract term and the terms and conditions of the selected tariff apply.

8.5 The rates/tariffs/equipment subsidies that MATRIX PLATINUM LIMITED makes available to the Subscriber are subject to the length of contract chosen and its terms and are based upon the predicted or anticipated revenue over the contract term including notice period. The Subscriber is therefore expected to honour the contract, revenue and its terms. In the event that the Subscriber fails to do so, MATRIX PLATINUM LIMITED reserves the right to invoice the predicted or anticipated revenue, at full retail price without discount, over the full contract term including notice period and to recover any benefits received and losses incurred, and should the contract not proceed to full term a cancellation charge will be incurred.

8.6 The Subscriber acknowledges that MATRIX PLATINUM LIMITED will accept, and act on behalf of, any instruction received from the Subscriber, and accept and act on behalf of any additional orders, regardless of authority and/or position, unless otherwise pre-advised to MATRIX PLATINUM LIMITED in writing with the Subscribers bespoke ordering procedures.

8.7 You have no right to cancel the Services or terminate this Agreement for a delay that is a direct result of your failure to comply with your obligations under this Agreement. For all Services, no delay is permitted once an Order is signed and even if you do not accept performance or delivery of the Services or equipment, all payments of associated charges shall still apply as if the delay had not occurred and Matrix shall invoice accordingly

8.8 If you purchase a new Service off Matrix with the intention of replacing or upgrading an existing Service with Matrix, then we shall contact you following the implementation of the new Service to confirm whether you would like the designated replaced Service to cease. However, please note, that Matrix will not cancel the replaced Service without your written confirmation and you may continue to be charged for it until you provide such confirmation. This is to ensure there are no gaps in your Services and infrastructure, and it is your responsibility to ensure that confirmation is provided. You can refer to a recent invoice for information of all current Services, to assist with any review, or otherwise please contact us.

9. LIMITATIONS OF LIABILITY

9.1 Nothing in this Agreement shall limit or restrict or be deemed or construed so as to limit or restrict the liability of MATRIX PLATINUM LIMITED or the Subscriber for death or personal injury to any person caused by its negligence.

9.2 Subject always to the provisions of Clause 1 above, the total liability hereunder of MATRIX PLATINUM LIMITED in contract, tort or otherwise (including negligence) shall, in respect of all claims under this Agreement, not exceed the total amounts paid to MATRIX PLATINUM LIMITED by the Subscriber under this Agreement for the 12 months immediately prior to the period in which the claim or claims are made, or £5,000 whichever is the lower amount.

9.3 Subject to the provisions of clause 1 (above), MATRIX PLATINUM LIMITED shall not be liable hereunder, in contract, tort or otherwise (including negligence) for any indirect or consequential losses whatsoever or otherwise howsoever arising including without limitation, loss of profits, revenues, business, contracts, anticipated savings or any other indirect or consequential losses whatsoever and in this Clause 9.3, “anticipated savings” means any saving that the Subscriber anticipated making as a consequence (whether directly or indirectly) of entering into this Agreement.

9.4 Where the Subscriber deals as a consumer, nothing in this Agreement shall affect the Subscriber’s statutory rights.

9.5 MATRIX PLATINUM LIMITED are not liable to you in respect of any products or services you order from other companies using your Mobile Devices.

9.6 Where your Mobile Device allows access to the Internet, we shall not be liable to you for the content of any website or other material that you access via the Service.

9.7 Please Note. If you are leaving an existing supplier and switching over to Matrix for the Services, then it is your responsibility to ensure that all existing services and contracts are cancelled. Whilst Matrix will provide reasonable assistance in supporting any switch over, we do not have oversight of your contracts and supplier arrangements, and therefore we exclude liability for any claims, costs or losses you may incur in respect of ceasing services with an existing supplier.

10. TERMINATION AND SUSPENSION OF THE SERVICE

10.1 We may terminate this Agreement or part thereof by giving 60 days’ written notice to you provided. You may terminate the Agreement on 90 days’ written notice, provided that such notice does not take effect until the end of the Initial Term  or current Renewal Term as set out in clause 3. The Agreement may not be terminated in part, nor only some of the Services cancelled, without our prior written agreement.

10.2 MATRIX PLATINUM LIMITED shall have the right to, without prejudice to any other claims or remedies which it may have against the Subscriber, forthwith terminate the Service and this Agreement without liability upon the occurrence of any of the following events:

10.2.1 If the Subscriber commits a breach of this Agreement (and where that breach is capable of remedy, does not correct this breach within 30 days of MATRIX PLATINUM LIMITED requesting the Subscriber in writing to correct such breach)

10.2.2 If any  information given to MATRIX PLATINUM LIMITED by the Subscriber is false or misleading;

10.2.3 If the Subscriber makes or offers to make any composition with creditors or commits any act of bankruptcy, or if any petition or receiving order in bankruptcy is made against the Subscriber, or (in the case of a Subscriber being a Limited Company) the Subscriber is unable to pay its debts as they fall due within the meaning of the Insolvency Act 1986; or

10.2.4 If a petition or resolution to wind up the Subscriber is passed or presented (otherwise than for reconstruction or amalgamation); or

10.2.5 If any administrative receiver or receiver/manager is appointed over any of the Subscriber’s assets, property or undertaking, or if any such power of appointment arises.

10.3 Suspension of the Services

10.3.1 MATRIX PLATINUM LIMITED may, from time to time, by giving reasonable notice to you or if this is not practicable such notice as is reasonably practicable in the circumstances, suspend or disconnect the Service in any of the following circumstances (including but not limited to) :

10.3.1.1 for operational reasons, or

10.3.1.2 if required to do so because of a regulatory or legal change, or

10.3.1.3 if obliged to comply with the order, instruction, or request of a court, government, agency, emergency service organisation, or other competent administrative or regulatory authority, requiring suspension to the Service, or

10.3.1.4 If the Subscriber fails to comply with any of the terms contained herein; or

10.3.1.5 If the Subscriber does, or allows to be done, anything which in the Service Operator’s or MATRIX PLATINUM LIMITED’s reasonable opinion may have the effect of jeopardising the operation of the Service; or

10.3.1.6 If the Subscriber uses the SIM Card or Mobile Device (or allow it to be used) for any illegal, fraudulent, or immoral purpose or to make offensive or nuisance calls. We may report any incidents to the police of any other relevant official organization.

10.3.1.7 If the Subscriber permits the use of the Service or uses the Service for illegal purposes including the use of illegal GSM SIM Gateways (or the Service Operator or MATRIX PLATINUM LIMITED believes the same), MATRIX PLATINUM LIMITED, without any liability whatsoever, reserves the right at its absolute discretion to immediately suspend the Service. In such a case the Subscriber will be charged during the month in which such suspension of Service takes place at the MATRIX PLATINUM LIMITED RRP Business Tariff rate, no bundled minutes being applied during that month. For the remainder of the contract term the Subscriber will be liable for the tariff initially agreed at full retail price without discount, subject to Clause 5 above; or

10.3.1.8 If, in MATRIX PLATINUM LIMITED’s or the Service Operator’s absolute discretion, the call charges incurred in any given period show unreasonable or excessive usage of services or unusual calling patterns such as a disproportionate percentage of incoming calls or zero usage per number of 10 minutes or less of outbound voice calls or charges including data of less than £1.00 per month, or cause network congestion; or

10.3.1.9 If the Subscriber exceeds the credit limits set;

10.3.1.10 if an undisputed invoice (or an undisputed part of an invoice) is not paid in full by the due date, provided that MATRIX PLATINUM LIMITED has followed the process set out in clause 10.3.2.

10.3.2 Suspension & Termination Process for overdue invoices. Invoices are due 14 days from the date on the invoice. On the invoice due date (day 14), we will send you a payment reminder if any part of the invoice remains outstanding. If, after a further 7 days (day 21) we still have not received payment, we will send you a written notice that we will be suspending the services (Notice of Suspension) in 7 days (day 28), which will, if applicable, refer to all impacted contracts your account which will be suspended. We will send a second Notice of Suspension 48 hours before we suspend the services (day 26). If we have not received a payment by the end of the notice period (day 28), services will be suspended. If after another 7 days (day 35), still no payment has been received, we will send you a written notice that we will be terminating the services (Notice of Termination) in 7 days if we still don’t receive a payment, and at the end of that notice period all services will be terminated (day 42). You acknowledge and agree that our obligation to provide notices in accordance with this process is on a reasonable endeavours basis only and we shall still be entitled to suspend of terminate for non payment by the required dates, even if the suspension process is not followed exactly.

10.4 Termination, porting, or migration of mobile numbers is subject to a charge of £45.00 + VAT per number.

10.5 If the Subscriber is unable to use all of the Services for a continuous period of more than three days due to any technical failure (including power cuts, improvement, modification or maintenance of the Service or the Systems) and if the Service Operator offers this to MATRIX PLATINUM LIMITED, on application the Subscriber may receive a credit for their line rental which will represent that part of the line rental for the period of suspension.

10.6 No cancellation rights. Once signed, Order Forms cannot be cancelled by you. MATRIX PLATINUM LIMITED has no responsibility for and you have no right to cancel the Services or terminate this Agreement in the event of a delay or failure in the Services caused by a third party, or that arises out of or in connection with your failure to comply with any of your obligations under this Agreement.

10.7 All Client data held by us will be deleted within 7 days of the date of termination of this Service Agreement

10.8 On termination or expiry of this Agreement, you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services or Equipment supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt.

10.9 Should you at any time attempt to cancel or terminate this Agreement, or any portion or Service thereof, except in accordance with its terms or we terminate this Agreement as a result of your breach, then (without prejudice to our other rights and remedies) no refunds of any charges paid in advance shall be made by us and you must also pay us (i) the any Charges applicable for the remaining term of this Agreement, which would have been due and payable save for such early termination; and (ii) any demobilisation costs; and (ii) and Early Termination Fee. However, if such termination is as result of a Change in Control of you which affects the demand for our Services due to duplication of resources, we will work in good faith to reallocate and reduce Services where possible, subject to any remaining of the preceding costs still being payable by you.

10.10 The Early Termination Fee shall be calculated as follows:

10.10.1 Where phone call services are provided, amount equal to the greater either (i) the estimated or minimum call charge set out in the Order Form which would apply for the remainder of the Term; or (ii) the average monthly call charges for the previous three calendar months multiplied by the number of months outstanding of Term, or where there is no such 3 month period, such amount as we reasonably determine based on usage data.

11. FORCE MAJEURE

MATRIX PLATINUM LIMITED shall not be liable for any breach of this Agreement, nor any damage resulting there from whether direct, indirect, consequential, financial or otherwise, if and to the extent that such breach arises as a result of any Act of God, acts or omissions by any Government, other Administrative Body or Service Operators, sabotage, riot, explosion, acts of terrorism, controls, restrictions, prohibitions or other Acts of any Local or National Government (including any requirement connected to the Licensing Arrangements) or industrial disputes of any kind or any act beyond the direct control of MATRIX PLATINUM LIMITED.

12. ASSIGNMENT

This Agreement shall not be assignable by the Subscriber without written consent of MATRIX PLATINUM LIMITED, which will not be unreasonably withheld. MATRIX PLATINUM LIMITED may at any time assign this Agreement to any third party it considers suitable.

13. VARIATION

MATRIX PLATINUM LIMITED shall be entitled, from time to time and at its absolute discretion, to:

13.1 Make such variations to the Tariff as it deems appropriate, to reflect the changes set out in clause 6.15 (underlying costs).

13.2 Make such modifications to the Service and make, or agree to, such changes to the System as it may reasonably consider necessary. Wherever practicable, fourteen (14) days written notice shall be given of such changes prior to their being made;

13.3 Make such alterations to this Agreement and its terms and conditions as the Service Operators may reasonably require MATRIX PLATINUM LIMITED to make or as are necessary as a result of changes to MATRIX PLATINUM LIMITED’s license from the Service Operators or otherwise as a consequence of any regulatory or legal requirement.

14. DATA PROTECTION

14.1 The information the Subscriber provides will be used by MATRIX PLATINUM LIMITED to supply the Services and will not be otherwise disclosed without the Subscriber’s prior written permission, except as set out in Clause 5 below, or if required by law. The provisions of our Data Processing Agreement (DPA-available here ) shall apply to both parties in relation to the processing of Personal Data under the Contract (unless a separate data processing agreement is agreed and signed between us).

14.2 MATRIX PLATINUM LIMITED does not share Subscriber information with other organisations for marketing purposes, however MATRIX PLATINUM LIMITED may invite the Subscriber to take part in market research and inform the Subscriber of MATRIX PLATINUM LIMITED goods and services which may be of interest unless the Subscriber informs MATRIX PLATINUM LIMITED that they do not wish to receive this information. The Subscriber may unsubscribe from receiving marketing communications from MATRIX PLATINUM LIMITED by emailing hello@matrix247.com.

14.3 The Subscriber agrees that MATRIX PLATINUM LIMITED may disclose any information in connection with the Subscriber’s accounts to anyone who correctly quotes their password or who has satisfied MATRIX PLATINUM LIMITED that they are the Subscriber or the Subscriber’s authorised contact. It is the Subscriber’s responsibility to ensure they keep their password and account details secure.

15. CONFIDENTIALITY

Neither Party will disclose to any third party without the prior written consent of the other Party any confidential information which is received from the other Party as a result of this Agreement. Both Parties agree that any confidential information received from the other Party will only be used for the purposes of providing or receiving the Services. For the purposes of this Clause 15, confidential information includes business plans, concepts, methodologies and structures, product specifications, technical information, new product information, methods of product delivery, and any other technical and commercial information, inventions or ideas (whether patentable or not) of either Party which is not in the public domain.

16. LIABILITY

16.1 MATRIX PLATINUM LIMITED shall not be liable for any delay or failure in performing its obligations or failure to meet any dates under the Agreement caused by any circumstances beyond its reasonable control (such circumstances including, without limitation, any regulatory or legal change).

16.2 All warranties, conditions, obligations, or implied terms which are implied into the Agreement by statute, custom, or law are hereby excluded to the maximum extent permissible in law.

16.3 MATRIX PLATINUM LIMITED does not exclude or limit its liability for death or personal injury caused by its negligence, and/or

16.3.1 breach of the obligations arising from section 12 of the Sale of Goods Act 1979 (seller’s implied undertaking as to title, etc.), and / or

16.3.2 breach of the obligations arising from section 2 of the Supply of Goods and Service Act 1982 (implied terms about title, etc. in certain contracts for the transfer of property in goods), and / or

16.3.3 fraudulent misrepresentation.

16.4 MATRIX PLATINUM LIMITED shall not be liable to you for any loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of data and / or perceived damage to reputation, special, indirect or consequential loss, costs, damages, Fees or expenses however arising under this           

16.5 MATRIX PLATINUM LIMITED has no liability for any failure to meet any dates or for any failure to meet any service levels or to repair a fault within any given timeframe.

16.6 The overall Service may consist of elements not provided by MATRIX PLATINUM LIMITED (such as but not limited to access circuits, routers, installation) which affects the Service Demarcation Point. You agree that MATRIX PLATINUM LIMITED shall not be responsible or liable for any element of the overall Service not provided by it, nor for any affect those elements may have on the Service.

16.7 In the event any telephone call recordings are deleted, lost or otherwise are no longer available to you, then MATRIX PLATINUM LIMITED shall use our reasonable endeavours to restore such call recordings, if requested to do so by you. However, this shall be your sole and exclusive remedy in respect of such unavailable call recordings and you acknowledge and agree that MATRIX PLATINUM LIMITED is dependent on our third party mobile and phone operators to manage call recordings on our behalf and as such MATRIX PLATINUM LIMITED make no guarantee as to the availability or recovery of call recordings. 

16.8 Subject to the above clauses 16.1-16.7:

16.8.1 in respect of MATRIX PLATINUM LIMITED’s total aggregate liability for any data protection breaches, it shall be limited to the lesser of (i) 50% of the total Fees paid and payable (whether invoiced or not) to us under this Agreement during the 6 months immediately preceding the date on which the claim arose, or (ii) £100,000 (one hundred thousand pounds);                

16.8.2 MATRIX PLATINUM LIMITED’s total liability in contract, tort (including negligence and breach of statutory duty) or otherwise in connection with this Agreement will be limited to an amount equal to the lesser of: (i) £25,000; and (ii) 100% of the total Fees paid and payable (whether invoiced or not) to MATRIX PLATINUM LIMITED under this Agreement during the 6 months immediately preceding the date on which the claim arose.

16.9 The parties acknowledge and agree that the limitations contained in this Clause 16 are reasonable in the light of all the circumstances.

17. MISCELLANEOUS

17.1 The Subscriber agrees to the disclosure to any radio or telecommunications operating company of its name, address & details of the Service and Subscriber Apparatus provided to it pursuant to this Agreement.

17.2 Any notice hereunder sent by either party to the other party shall be deemed served within forty-eight (48) hours.

17.3 Should MATRIX PLATINUM LIMITED elect to disconnect and/or reconnect the Subscriber Apparatus from or to the System pursuant to Clause 10 above, then MATRIX PLATINUM LIMITED having regard to the circumstances at the time of disconnection or reconnection may elect to charge a fee of up to £27.50 + VAT for such disconnection or reconnection.

17.4 Should MATRIX PLATINUM LIMITED elect to bar and/or unbar the equipment from the System pursuant to Clause 10 above, MATRIX PLATINUM LIMITED may, in its absolute discretion, charge an unbarring fee of up to £27.50 + VAT for such barring or unbarring.

17.5 Additional services may be added to this Agreement subject to the Subscriber’s written confirmation and acceptance by MATRIX PLATINUM LIMITED.

17.6 Following any non completion of the contract, MATRIX PLATINUM LIMITED reserves the right to request the safe return of such Subscriber Apparatus and Equipment undamaged and in good repair (except for reasonable wear and tear) from the Subscriber to MATRIX PLATINUM LIMITED at the Subscriber’s expense.

17.7 Failure to comply with clause 16.6 shall incur a full replacement charge plus VAT as quoted in MATRIX PLATINUM LIMITED’s published SIM free price list for any mobile device, data-card or modem, of up to £300 + VAT, unless the equipment falls under the pricing stipulated in clause 16.7.1 in which case the charge is higher, plus £30.00 + VAT for any SIM card (as per Clause 16.17 below).

17.7.1 In the case of Blackberry, PDA or SMART phones, the full replacement charge of up to £850 + VAT will be incurred.

17.7.2 Equipment must be returned to MATRIX PLATINUM LIMITED, in line with clause 16.6, within 14 days of any disconnection, Porting or Migration.

17.8 Risk of damage to or loss of the Subscriber Apparatus shall pass to the Subscriber upon receipt of the Apparatus by the Subscriber.

17.9 The Subscriber shall be liable for the repair of equipment connected under this Agreement which becomes faulty or damaged and is outside the manufacturer’s warranty. All Subscriber obligations under this Agreement shall remain in force during any period where equipment is undergoing repair.

17.10 MATRIX PLATINUM LIMITED is not the manufacturer of any Mobile Devices supplied to you under this Agreement.  MATRIX PLATINUM LIMITED warrants that each item of equipment will conform in all material respects to the manufacturer’s specification for a period of 12 months (apart from Software in which case for 90 days) from the date on which each item of equipment is dispatched (the “Warranty Period”) unless special conditions associated with certain equipment apply.

17.11 The warranty set out in this clause shall not apply where the Mobile Equipment has been altered in any way or been subjected to misuse, including without limitation being dropped in water or any other liquid, or to unauthorised repair.

17.12 All risks of loss or damage to Mobile Devices shall pass to you on delivery.

17.13 No delay, neglect or forbearance on the part of MATRIX PLATINUM LIMITED in enforcing any provision of this Agreement shall be deemed to be a waiver or create a precedent or in any way prejudice MATRIX PLATINUM LIMITED’s rights under this Agreement.

17.14 The Subscriber shall not obtain any Intellectual Property Rights in relation to the System, the Service or the Subscriber Apparatus as a result of this Agreement or the use of the System, Service or Subscriber Apparatus.

17.15 Where there is a conflict between this Agreement and any other terms and/or conditions mentioned in or printed on any correspondence exchanged between the parties, this Agreement shall prevail unless expressly agreed otherwise and in writing

17.16 If any non-fundamental provision of this Agreement shall be held to be void, illegal, unenforceable or conflict with any Statute, that clause or provision shall be severed from this Agreement; the validity and enforceability of the remaining clause(s) and provision(s) shall not be affected thereby.

17.17 References in this Agreement to persons shall include, but not be limited to, bodies Corporate, Unincorporated Associations and Partnerships. References to the singular shall include the plural and vice versa.

17.18 This Agreement shall be governed by and construed in accordance with English Law.

17.19 Use of the Services and Equipment or any content accessed through them in a country other than the UK may be subject to different laws and regulations. The subscriber is responsible for ensuring compliance with such laws or regulations and MATRIX PLATINUM LIMITED is not liable for any failure of this.

17.20 Clause headings are for ease of reference only and do not govern or affect the construction or interpretation of this Agreement.

17.21 All SIM Cards supplied to the Subscriber, for use on the Service Operators Systems, shall at all times remain the property of the Service Operator, and shall be returned to MATRIX PLATINUM LIMITED upon termination of the Agreement. Failure to return any SIM card shall incur a charge of £30.00 + VAT for each card.

17.22 Portability and Migration requests of mobile numbers made during the minimum contract term does not relieve the Subscriber from contractual obligations to pay any early termination charges due under this Agreement, and in relation to the remainder of the contract term, following termination.

17.23 The Subscriber is responsible for any services and their associated costs that may be accessed via the Service Operator or MATRIX PLATINUM LIMITED and the terms and conditions that relate to those services.

17.24 Any alerts requested will be completed on a best endeavour’s basis.

17.25 You must not use you SIM Card or Mobile Device with any equipment, which has not been approved for use on the Network. If you are not sure, you should ask the person selling the equipment or you can call the following helpline number: 03453620247.

17.26 You agree to follow all reasonable instructions we provide you with regarding your use of the Service (for example, fair usage policy), the SIM Card and the Network and provide us with any information we reasonably ask for.

17.27 You agree not to use SMS or the SMS Land to Mobile Text Messaging Service for the purpose of marketing or advertising anything to users without the consent of those users.

17.28 The prices of Mobile Devices supplied under this Agreement are calculated using a subsidy we are paid by the Network. This subsidy applies only when you are connected to the Network.  Therefore, if you end this agreement under clause 10 prior to the expiry of the Initial Term for any Mobile Devices supplied, you must either return those Mobiles to us in good working order and condition or if you wish to keep them you must pay us the difference between what you had paid us for the Mobile Devices and their full retail price.

17.29 We control the SIM Card and Mobile Device number although they belong to the Network operator. We reserve the right to charge you an administration fee of up to £50 for porting or migrating to other service providers and disconnection from the Network.

17.30 Equipment may be subject to additional terms which the subscriber accepts by retaining and using such equipment. If the subscriber does not consent to such additional terms it must (at it’s cost) return such equipment within 6 working days of the order being delivered.

17.31 Where Subscriber Apparatus is supplied by MATRIX PLATINUM LIMITED, it is the responsibility of the subscriber to maintain, in good working condition. Upon cancellation / upgrade of the agreement, it is the subscribers responsibility to return the hardware to MATRIX PLATINUM LIMITED in good working order for secure destruction.

17.32 All connections on to the EE network include additional terms and conditions which apply to this agreement, as per the following link ee.co.uk/businessterms

18. SCOPE OF THE AGREEMENT

18.1 MATRIX PLATINUM LIMITED agrees to provide you with the Service and/or Mobile Devices and you agree to use the service and the Mobile devices in the terms of this agreement.

18.2 MATRIX PLATINUM LIMITED will try to deliver the Mobile Devices within agreed timescales, under no circumstances shall we be liable to you for any loss of any kind whatsoever caused by any delay in delivery of the Mobile Devices.

18.3 Any Mobile Device delivered damaged must be notified to MATRIX PLATINUM LIMITED within 3 working days and returned to us within 6 working days of the order being delivered. We may, entirely at our discretion, repair or replace such damaged Mobile Devices, substitute substantially similar goods or reimburse the price paid for the damaged Mobile Devices.

18.4 This agreement and any other document referred to herein sets out the entire agreement between us relating to any Mobile Device or Service supplied to you by MATRIX PLATINUM LIMITED. You acknowledge that you have not relied on any representation, undertaking, or statement not set out in this Agreement.

18.5 The subscriber acknowledges that support services that may be provided by MATRIX PLATINUM LIMITED are only provided for the specified Equipment and that MATRIX PLATINUM LIMITED does not provide support for any other equipment.

19. SCOPE OF THE AGREEMENT

PAC Request

If your PAC/STAC request is for 1 single number with no other numbers on the account, then the timescales for the PAC/STAC code and any buy out fees are 2 working hours.

If your request is for 1-24 numbers on an account with more than one connection, the timescales to receive the codes and any fees are 2 working days.

The numbers to text are

PAC – Text CODE to 65075

STAC – Text CODE to 75075

INFO – Text CODE to 85075

Definitions

PAC – Port Authorisation Code. This is the code supplied for numbers being transferred away from their current service provider

STAC – Service Termination Authorisation Code.  A new code which customers can use if they want to move to another mobile provider but not take their mobile number with them.

INFO – This is a request for contractual information, contract dates and termination costs.