1. INTRODUCTION
1.1 These terms and conditions apply to a Customer (as defined in clause 2.1 below) who enters into an Airtime Contract supplied by the Company and in order to receive the Equipment / Services and the Airtime Supply (as defined in clause 2.1 below) the Customer agrees to enter into an Agreement with the Company governing the supply of Equipment and or Services and the Airtime Contract with the relevant network.

2. DEFINITIONS
2.1 In these conditions, the following expressions shall have the following meanings; "Airtime Contract" means the agreement between the Customer and the relevant network. A copy of the Airtime contract will be given to the Customer;
"Airtime Supply" means cellular mobile telecommunications airtime and network capacity procured from a network;
"Company" means Eden Telecom Limited whose registered office is at Axiom House, Moorfield Business Park, Leeds, whose company registration number is 07493045;
"Connection" means the connection of the Customer's end user(s) to a network such that the end user(s) is (are) capable of accessing the Airtime Supply;
"Contract Term" means the 24 month contract term (or other specified term) for which the Customer has agreed to maintain the network connection(s) as set out in the Airtime Contract;
"Customer" means any person, firm, company, unincorporated association or other body at whose request or on whose behalf the Company undertakes to provide the Equipment/Services and/or the Airtime Supply whose full details are set out in the form overleaf;
"Downward Migrate" means a change of tariff, on the same network, at the request of the Customer which results in the Customer paying a lower monthly line rental.
"Equipment" means any mobile phone hardware or other equipment;
"Funding" means the amount payable by the Company to the Customer as is determined by the Company in its sole discretion. This amount will take into consideration the number of connections, the applicable tariffs and the Contract Term, the Customer agrees to take under the Airtime Contract.
"Monthly Funding" means the amount of Funding payable per connection divided by the Contract Term.
"Services" mean any service ordered by the customer and provided by the Company.
"SIM" means the Subscriber Identity Module provided by the company.

3. APPLICABLE TERMS
The Customer acknowledges that the supply of Services/Equipment and/or Airtime Supply of services or any other business undertaken by the Company is transacted subject to these terms and condition and each condition shall be deemed to be incorporated in and to be a condition of any agreement between the Company and the Customer. No other terms or conditions stipulated, or referred to, in any documentation (for example a purchase order issued by the Customer), conversation or negotiation passing between the Customer and the Company or the Company and the Customer, shall be incorporated at any time into this Agreement between the Company and the Customer.

4. SUPPLY OF CUSTOMER EQUIPMENT AND AIRTIME SUPPLY
4.1 The Company will use its reasonable endeavours to deliver the Equipment and Airtime Supply ordered by the Customer on the date agreed by the parties but the Customer acknowledges that time shall not be of the essence.
4.2 Title to the Equipment will not pass to the Customer until the Company has received payment in full, including any relevant VAT. The risk in the Equipment will pass to the Customer upon delivery and the Customer is responsible for any loss or damage after the Equipment has been delivered to the address, nominated by the Customer.
4.3 The Company is entitled to connect the Customer immediately on temporary numbers and it is the Customers responsibility to obtain the Porting Authorisation Code(s).
4.4 The Customer acknowledges that the Company may suffer financially if the Customer does not regularly use all the Connections on their account. In the event that the Company reports inactive connections to the Customer and the Connections do not subsequently become active, the Company has the right to order new SIM Cards and make the necessary calls on the SIM Cards, at the Customers expense, to ensure that the SIM becomes active and the Company does not suffer financially.
4.5 Where equipment has been provided to the Customer as Funding, the Customer acknowledges that title in this equipment never passes to the Customer and it is a condition that such equipment is returned to the Company if the Customer terminates the contract early, disconnects or downward migrates during the contract term. After the contract term the Customer has an opportunity to purchase the equipment from the Company at the original cost price, less 50%, or return the equipment in working order. If the equipment is not in working order the Customer agrees to pay the original cost price, less 50%. This will be invoiced by the Company and the Customer agrees this invoice is payable on presentation.

5. CHARGES AND PAYMENT 5.1 The Customer agrees to pay the Company for each item of Equipment as and when it is ordered. The Company reserves the right to levy a surcharge for all credit card transactions in accordance with the Company's tariff applicable from time to time, a copy of which will be available at the Company's principal place of business.
5.2 Any issues or disputes relating to the accounting of the Company's invoice must be made either verbally to a Director or strictly in writing but in either event within 7 days of the date of issue, and will not be considered or accepted as a relevant reason for delayed or late payment thereafter.5.3 At the discretion of the Company, credit may be extended to the Customer for an agreed period of time never more than 30 days. Credit terms are only valid if received in writing from a director of the Company. Where payment is not received within the agreed term, the Company reserves the right to impose a surcharge on all outstanding balances at the rate of 2.5% per month or £10.00 per month, whichever is the greater. The surcharge shall be payable in respect of a period of less than one month as if such period were in fact one month.

6. PAYMENT AND RECOVERY OF FUNDING
6.1 The Company may, at its sole discretion and subject to the remaining provisions of this clause 6, provide the Customer with Funding as a consequence of the Customer entering into the Airtime Contract with the network. Funding will only be provided to the Customer subject to the following conditions;
6.1.1 the Customer presents an invoice to the Company for the Funding and the invoice has been raised in accordance with the provisions of the Airtime Contract (no invoice will be necessary where the Funding is being deducted from the value of Equipment).
6.1.2 the Connection(s) is (are) active on the network on the Funding payment (or instalment payment) date;
6.1.3 an appropriate reference date has passed where the invoice is payable in instalments;
6.1.4 where the Funding is to be deducted from the value of Equipment or Services ordered by the Customer as set out in clause 6.3.1 below, the Funding is claimed during the Contract Term;
6.1.5 where the invoice is for the payment of monies as outlined in clause 6.3.2 the Funding is invoiced by the Customer and received by the Company within 4 months from the connection date for the first instalment and within 14 months from the connection date for the second instalment;
6.1.6 where the invoice is for termination charges as outlined in clause 6.3.3 the Funding is invoiced by the Customer and received by the Company within 1 month of the connection date;
6.1.7 where the conditions and timescales set out in clauses 6.1.1 to 6.1.6 are not met then the Customer's right to Funding shall cease.
6.2 The Customer's invoice for Funding will be payable to the Customer within 30 days from the date of presentation to the Company.
6.3 At the sole discretion of the Company, any Funding provided to the Customer may be provisioned in the following manner or a mixture of them, subject always to conditions, timescales and payment dates set out in this clause 6;
6.3.1 set off against the value of any Equipment or Services the Customer orders from the Company; or
6.3.2 the amount of the Funding may be paid to the Customer by cheque or other method in 2 equal instalments, the first instalment being due 3 months from the connection date and the second instalment being due 13 months from the connection date; or
6.3.3 used to discharge any termination charges the Customer owes the network for terminating their previous Airtime Contract subject to the Company being provided with a copy of the relevant invoice from such network.
6.4 In relation to the Customer's entitlement to Funding the Customer recognises that it is always conditional upon the Customer using and maintaining the Connection(s) for the Contract Term and not Downward Migrating the Connections during the Contract Term and other such conditions notified by the Company to the Customer from time to time.
6.5 The Customer is not entitled to cancel the Airtime Contract with the network or move the management of its account to another business without the permission of the Company. Where permission is not given and the Customer moves the management of its account to another business or withdraws from the Airtime Contract before connection or disconnects (a) Connection(s), Downward Migrates (a) Connection(s), or the network withholds or reclaims the connection commission due or paid to the Company or any part of it (for whatever reason) before the end of the Contract Term, the Company shall be entitled to recover the Funding (or a proportion part of it see 6.6) paid to the Customer or withhold any further Funding to be paid to the Customer. The Customer agrees that the Company shall be entitled to charge the Customer an administration fee of £200, for each Connection, if the Customer moves the management of its account to another business or withdraws from the Airtime Contract, Downward Migrates or the network withholds or reclaims the commission due or paid to the Company post-connection, or £100 for each Connection if the Customer withdraws pre-connection. The Customer accepts that this is a genuine estimate of the Company's loss.
6.6 The Company will be entitled to recover, from the Customer, the Monthly Funding amount for each Connection for each month of the remaining unexpired months of the Contract Term; part months to be pro-rated.6.7 The Customer must provide all required paperwork as requested by the Company, and specify the make and model of all equipment required. If the Customer does not provide the required information within 15 days of the commencement of the Airtime Contract, the Company shall be entitled to charge the Customer the administration fee as outlined in clause 6.5, in the event that the deal is cancelled for any reason.
6.8 The Company will invoice the Customer any amounts due or withheld as set out in this clause 6 and such amounts shall be payable by the Customer on presentation of the Company's invoice.

7. WARRANTIES
7.1 The Company will not exchange or replace Services/Equipment that complies with the Customer's specification as set out overleaf. In exceptional circumstances, the Company may exchange Services/Equipment at the Customer's request and cost.
7.2 The Customer accepts that the Company offers a limited warranty as it is not the manufacturer of the Equipment. The Customer will report, in writing, any alleged Equipment defect or fault within 3 days of delivery. The Company will, at its option, repair, replace or substitute the Equipment with substantially similar goods. Where Equipment is replaced or substituted the original Equipment will belong to the Company. The Company's responsibility to repair, replace or substitute the Equipment will cease where the Customer has altered, misused, improperly installed or connected, or subjected the Equipment to any unauthorised repair. Where the Customer fails to report the alleged fault or defect within the provisions of this clause 7, then the Customer will be deemed to have accepted the Equipment and the Company will have no liability in respect of the Equipment.
7.3 Where Equipment has been sold on a "no warranty" basis, the Company will have no liability in respect of it.

8. LIMITATION OF LIABILITY
8.1 The Company shall not be liable to the Customer in respect of any matter arising out of or in connection with the Airtime Contract in contract or tort (including negligence) or otherwise for any loss of profit, loss of business contracts, loss or corruption of data, or any indirect or consequential loss or damage whatsoever. The Company's liability for loss or damage of any kind whatsoever to the Customer during the performance of the Airtime Contract in contract, tort or resulting from negligence or otherwise arising in connection with the Airtime Contract shall in no circumstances exceed the sum paid by the Customer to the Company in respect of the Equipment or Services. Nothing in these terms and conditions shall exclude or restrict the liability of the Company for fraud, death or personal injury resulting from the negligence of the Company.
8.2 Save for death or personal injury resulting from the Company's negligence, the Company shall not be liable to the Customer for any loss as a result of electromagnetic frequencies or any similar result from use of the Equipment.

9. GENERAL
9.1 All notices given pursuant to any of these Conditions must be given by facsimile or letter. Where any such notice is given by facsimile, it shall be deemed to be given at the time when it is received by the recipient and in the case of any notice given by letter, it shall be deemed to have been given at the time when it would have been delivered to the recipient in the ordinary course of post. All notices to the Company must be sent to its Registered Office specified in Clause 2. Any notices to the Customer will be valid if sent to the Customer's last known place of home or business or to the Customer's registered office and if there is more than one such home or business to any one of such homes or places of business.
9.2 If any term or provision within these conditions shall in whole or in part be held to any extent to be illegal or unenforceable, then such term or provision or part shall to that extent be deemed not to form part of these conditions and the enforceability of the remainder of these conditions shall not be affected. Furthermore the Company and the Customer agree that substitute provisions will be used in a form as similar as possible to the offending provision without rendering them illegal or unenforceable. 9.3 No variation, extension, exclusion or cancellation of these Conditions shall be binding upon the Company unless and until it is confirmed in writing by a Director of the Company.
9.4 The Customer shall not be permitted to assign or subcontract the Airtime Contract or any part of it without the written consent of the Company.
9.5 If the Company fails to enforce any of the provisions of these terms and conditions, this will not be construed as a waiver of any of its rights under these terms and conditions.
9.6 The Company shall be entitled to amend any of the terms of the Airtime Contract upon the giving of 7 days' written notice to the Customer.
9.7 Nothing in these terms and conditions shall create, or be deemed to create, a partnership or relationship of principal / agent or employer / employee.
9.8 The headings to the clauses of these terms and conditions and to the paragraphs of the Schedules will not affect its construction.
9.9 These Conditions shall be governed by English law and United Kingdom courts alone shall have jurisdiction in any dispute between the Company and the Customer.
9.10 From time to time the Company may contact you for marketing purposes to offer products and services that may be of interest to you. These may be offered by the Company or other carefully selected third parties.

Repair Service Terms and Conditions

1. Agreement for repair
1.1 The terms set out in these Conditions of Repair ("Agreement") shall apply to the service we provide to repair your equipment and/or any accessories presented to us by you.
1.2 Reference to "us", "we" and "our" refer to Eden Telecom Limited trading as Eden and references to "you" and "your" are references to you, the person or company for who you represent.

2. All repairs (unless otherwise stated)
2.1 This Agreement shall commence from the date you present your equipment for repair and shall continue until we have repaired or otherwise returned your Equipment ("Services"), whichever is sooner, and received any payment due from you.
2.2 We shall make all reasonable efforts to repair your Equipment subject to the availability of any parts required. We shall perform the Services using our reasonable care and skill.
2.3 Any time estimate for completion of the Service which may be given to you is an estimate only and does not form any obligation under the terms of this Agreement.
2.4 We shall notify you when the Equipment has been repaired and is available for collection or despatch. If you do not collect the Equipment within a reasonable period, we may dispose of the Equipment. Any sum obtained on disposal will be used to meet any unpaid estimate or repair charges you are liable to pay and any remaining balance will be sent to you or will remain payable by you accordingly.
2.5 If we are unable to complete the Service for any reason, or the Service will incur further costs payable by you, we will notify you immediately.
2.6 Unless otherwise stated, our repairs are guaranteed for 12 months from the date the Equipment is ready for collection. If the same fault should re-occur we will repair if free of charge. If the Equipment develops an additional fault unrelated to the original repair, the repair warranty contained in this paragraph will not apply.
2.7 We may in certain circumstances send your Equipment to another repair centre and sub-contract the repair work to a third party.
2.8 All charges will be subject to VAT and any other government taxes or duties as applicable.
2.9 The cost of repair will be calculated where possible in accordance with our standard charges as published from time to time.
2.10 The cost of repair may not fall within our standard charges where the Equipment is not generally supported by us, Equipment repairs are sub-contracted or the nature of repair is not within our standard rates of repair. In this event, we will provide you with an estimate of the cost of repair and we will not repair the Equipment until we have received your acceptance of that estimate.
2.11 If we are unable to repair your Equipment, no fault is found on your Equipment or you do not accept our estimate, we will return your Equipment to you unrepaired and we reserve the right to charge you an inspection fee in accordance with our standard charges.
2.12 We may keep your Equipment until all charges payable have been paid. [We may also charge an additional fee for storage of your Equipment.]

3. Liability
3.1 Our entire liability in respect of any single cause of action arising out of or in connection with this Agreement or its subject matter (whether for breach of contract, tort, including negligence, statute or otherwise at all) shall be limited, to the extent that the cause of action related to our supply of the Services, at our option to: (a) supplying the Services again; (b) payment of the cost of having the Services supplied again; or (c) repaying to you any amount that you have paid in respect of the Services.
3.2 If, through our negligence or wilful misconduct, we damage the Equipment beyond economical repair, or lose your Equipment, our liability will be limited to the cost of providing a replacement with a product that is the same as or similar to the Equipment.
3.3 Any data or information that you may have stored on the Equipment shall remain your sole responsibility and we accept no liability for loss or corruption of such data howsoever caused. It is your responsibility to keep a record of any such data.
3.4 Nothing in this clause 3 shall apply so as to limit or exclude our liability for: (a) death or personal injury resulting from our negligence; (b) breach of any terms implied by statute; (c) any claim arising under the Consumer Protection Act 1987; or (d) fraudulent misrepresentation.
3.5 In no circumstance shall we be liable to you for any indirect, special or consequential loss arising out of or in connection with this Agreement, including any loss of business, revenue, profits, anticipated savings, goodwill or any other indirect or consequential loss or damage howsoever arising.3.6 Except as expressly provided in this Agreement, all representations, conditions and warranties, whether express or implied (by statute or otherwise) are excluded to the fullest extent permitted by law.
3.7 We shall not be liable for any claim arising under this Agreement unless you give us written notice of the claim within three (3) months of becoming aware of the circumstances giving rise to the claim or, if earlier, three (3) months from the time you ought reasonably to have become aware of such circumstances.

4. Data Protection
4.1 We ask for your name and address and the other details set out overleaf ("Personal Information") so that we can notify you when your Equipment has been repaired and so we can give you an efficient after-sales service. We may also send you emails from time to time to alert you to new services that we may provide. By signing the questionnaire and using these Services you consent to our use of your Personal Information as described. If you do not wish to receive emails at any time you should write to us at Eden, Moorfield Business Park, Moorfield Close, Leeds LS19 7YA.

5. General
5.1 We shall not be liable to you for any delay in or failure of performance of our obligations under this Agreement arising from any reason beyond our reasonable control.
5.2 Our failure to exercise or enforce our rights or the giving of any forbearance, delay or indulgence, will not be construed as a waiver of such rights under this Agreement or otherwise.
5.3 This Agreement sets out the entire agreement and understanding between you and us in connection with its subject matter. Nothing in this Agreement shall effect our liability in respect of any misrepresentation, warranty or condition that is made fraudulently.
5.4 This Agreement may not be amended, modified, varied or supplemented except in writing signed by or on behalf of you and us.
5.5 If any part of this Agreement is found to be void or unenforceable it will be severed from the rest of this Agreement so that it is effective to the extent that shall not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
5.6 Nothing in this Agreement shall confer on any third party any benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.
5.7 This Agreement shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts.