Scancom Airtime Services Agreement (AIR-SAA v1.0)

Version AIR-SAA v1.0

1. Parties and how this agreement works

This agreement is between Scan Com Distribution Limited and the business named in the Order Form, and covers the mobile airtime and data connections listed in each Order Form.

1.1 Scancom means Scan Com Distribution Limited, company number 03430476, registered office 18a Meridian East, Meridian Business Park, Leicester, LE19 1WZ. You means the business named in the Order Form.

1.2 The agreement is these terms plus each Order Form, a separate document listing the customer's details, Connections, tariffs and rates. If they conflict, the Order Form wins for the connections it covers.

1.3 You confirm you are buying the services for business purposes and not as a consumer.

1.4 In this agreement:

• Connection means a mobile number and SIM supplied under an Order Form.
• Network Operator means Vodafone, the mobile network that ultimately provides the service for a Connection, which we obtain through Vodafone's MVNO partners.
• Charges means everything you owe us under this agreement: monthly charges, usage charges, bolt-ons, one-off charges, interest and VAT.
• Start Date means the date a Connection goes live or is first used, whichever is earlier.
• Minimum Term means the period stated in the Order Form, or 24 months if none is stated, starting on the Start Date.
• Fraud means any fraudulent, unauthorised, dishonest or illegal use of the services, a SIM or a network, including artificially inflating traffic.
• Applicable Law means all laws, regulations and Ofcom requirements that apply, including data protection law.
• Business Day means any day other than a Saturday, Sunday or public holiday in England.

2. Services, ordering and term

2.1 The service. We supply mobile airtime and data on the Network Operator, with the tariff, bolt-ons, usage alerts and spend cap set out in the Order Form.

2.2 Ordering. Your signed Order Form is your offer to buy. We accept it when we confirm in writing or activate the SIM. We may decline any order.

2.3 Standard of service. We will use reasonable care and skill. The service depends on the Network Operator, so we do not guarantee coverage, speeds or uninterrupted availability. We may change the technical specification where needed to comply with law or for operational reasons, and may carry out maintenance.

2.4 Term. Each Connection runs for its Minimum Term from the Start Date, then continues until ended under clause 7.

2.5 Your own use only. You may use the services only for your own business, by your own staff and authorised users. You may not resell or supply them to anyone else, including another company in your group.

2.6 Information. You will give us promptly the information we or the Network Operator reasonably need to run the service and comply with the law, including user names, addresses and Connection details. You will tell us of any change to your company name, address, directors or ownership.

2.7 SIM cards. SIMs remain the property of the Network Operator. You must keep them safe, use them only in your own devices and return them when we ask or when the Connection ends. If a SIM is lost, stolen or damaged you must tell us at once, and you may pay a replacement fee and postage at our then current rate. You remain liable for all Charges on a lost or stolen SIM until we have barred it.

3. Charges, billing and payment

3.1 What you pay. Monthly charges are set out in the Order Form and invoiced monthly in advance. Usage outside your allowance, roaming, premium numbers and one-off items are invoiced monthly in arrears. All Charges are exclusive of VAT, which you also pay.

3.2 Usage data. Usage is charged on the records kept by us and our suppliers. Those records are accepted as correct unless there is an obvious error.

3.3 First month. Charges start on the Start Date. Where that falls part way through a month, the first month's monthly charge is invoiced in the next invoice.

3.4 How to pay. You choose one payment method in the Order Form: (a) Direct Debit, for which you will complete a mandate before the Start Date; (b) prepayment of the monthly charges for a set term, paid in advance on the dates stated in the Order Form; or (c) a monthly card subscription, for which you authorise us to charge your business card each month and will keep it valid. Unless an invoice says otherwise, it is due 30 days after its date, or is taken on its due date under (a) or (c). Usage Charges not covered by a prepayment are invoiced under clause 3.1 and paid by the method you chose. A failed or reversed payment is treated as non-payment. Prepaid amounts are not refundable, except where you end the agreement for our uncorrected material breach. If we agree any other method we may add a reasonable surcharge.

3.5 Disputes. If you dispute an invoice you must tell us in writing within 30 days of its date, with full details. You must pay the undisputed part on time. An invoice not disputed in that time is treated as accepted. Where a charge comes from a supplier we will pass your query on, and you accept the outcome of the supplier's investigation.

3.6 Late payment. If you pay late we may charge interest, a fixed sum and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998. You must pay in full with no deduction, set-off or counterclaim, and whether or not your own users have paid you.

3.7 Corrected invoices. If an invoice is too low for any reason, including late usage data or error, we may invoice the difference, provided we do so within 12 months of the usage or of our receiving late usage data from our supplier, and you will pay it on demand.

3.8 Price changes. We may increase Charges if the Network Operator or another supplier increases what it charges us, or if the law requires, by no more than is needed to pass on the increase. We will give as much notice as is practicable. If an increase is materially to your detriment, you may end the affected Connection without charge by written notice within 30 days of our notice, and our notice will tell you of this right.

3.9 Spend caps and alerts. A spend cap and usage alerts are controls we apply with reasonable endeavours. Usage data can arrive late, so charges can exceed a cap or an alert threshold, and you remain liable for them. Caps and alerts do not limit monthly charges.

3.10 Credit. We may carry out credit checks on you and your directors and share information with credit reference agencies. We may set and review a credit limit. If your unpaid Charges exceed it we may require immediate payment, decline new orders, bar usage or ask for a deposit.

4. Your obligations and acceptable use

4.1 General. You will use the services lawfully and in line with this agreement, make sure your users do the same, keep proper records, report faults promptly, and give us, the Network Operator or any regulator the information they reasonably ask for. You are responsible for your users as if their acts were your own.

4.2 Prohibited use. You will not use, or allow anyone to use, the services to:

• send or receive anything unlawful, hoax, defamatory, abusive, offensive, indecent, obscene or menacing;
• send unsolicited advertising or promotional material;
• cause annoyance, inconvenience or worry to anyone;
• infringe anyone's rights or break any law or regulation;
• damage, disrupt or gain unauthorised access to any network or system; or
• do anything for which the service was not designed or intended.

4.3 GSM gateways and artificial traffic. You will not install or use a GSM gateway or SIM box, or do anything that artificially inflates traffic, without our written consent. If you learn that anyone using a Connection is doing so, you must tell us at once and follow our instructions to disconnect them.

4.4 Traffic increases. You will tell us at least two Business Days before any significant increase in traffic or usage, such as a bulk messaging campaign or a device roll-out.

4.5 Fraud and security. You will take reasonable steps to prevent Fraud and keep SIMs, PINs, PUK codes and account details secure. You must tell us immediately about any Fraud, lost or stolen SIM or compromised account, and take immediate steps to suspend the Connection. You remain liable for all Charges incurred until the suspension takes effect, including Charges arising from Fraud.

4.6 Age restricted services. Anyone under 18 must not access age restricted services, and you will make this clear to your users.

4.7 Emergency calls. You will allow your users free access to the emergency services.

4.8 Devices. Your handsets and devices must be compatible with the service, in good working order and marked as required by law. You are responsible for configuring them.

5. Network and regulatory terms

5.1 Ultimate provider. The Network Operator, Vodafone, is the ultimate provider of the mobile service. We supply it to you under this agreement and may use subcontractors to do so.

5.2 Network failures. We are not responsible for the acts, omissions or failures of the Network Operator, our suppliers or any foreign network, including loss, interruption or unavailability of their networks or services. We will help resolve billing queries about foreign network charges where we reasonably can.

5.3 Interruptions. The Network Operator may interrupt service at any time without notice in an emergency, and may carry out planned or urgent maintenance.

5.4 Roaming and international use. Roaming and international charges are at the rates in the Order Form or, where none are stated, the rates our suppliers charge us plus our margin.

5.5 Numbers. You do not own the numbers allocated to you. We may charge for numbers that are of particular value. You may port a number to another provider under the Ofcom process.

5.6 Porting. We will carry out and assist with porting in line with the industry process. We may charge a reasonable administration fee for each port request. Porting out does not cancel Charges owed or remove any Early Termination Charge.

5.7 Complaints. Send complaints to support@scancom.co.uk and we will deal with them promptly. If we cannot resolve a complaint you may be able to refer it to an alternative dispute resolution scheme.

6. Data protection, confidentiality and intellectual property

6.1 Roles. You are the controller of personal data about your users and the people who contact them. We process that data for you as processor. For our own account, billing and credit data about you we act as controller. Both of us will comply with data protection law.

6.2 What we process.

Item	Detail
Subject matter	Providing the airtime services under this agreement
Duration	The term of this agreement, plus any period the law requires us to keep data
Nature and purpose	Storing and using data to provide the services and bill for them
Types of data	Names, job titles, phone numbers and contact details, billing details, and usage data such as call duration, destination, date and time, and location
People concerned	Your staff and authorised users, and people who call or are called by them

6.3 Our duties as processor. We will:

• process the data only on your documented instructions, unless the law requires otherwise;
• make sure our staff who handle it keep it confidential;
• keep appropriate technical and organisational security measures in place;
• on your written request and at your cost, help you respond to data subject requests and meet your security, breach and impact assessment duties;
• tell you without undue delay if we become aware of a personal data breach;
• delete or return the data when this agreement ends if you ask in writing, unless the law requires us to keep it; and
• keep records showing our compliance and let you, or an auditor you appoint, review them.

6.4 Sub-processors and transfers. You authorise us to use the Network Operator and our wholesale suppliers as sub-processors, under written terms substantially similar to this clause. We will tell you of any new or replacement sub-processor. If you object in writing within 10 days, giving your reasons, we will try to resolve it in good faith. If we cannot within 30 days we may continue without that sub-processor or end the affected services without liability. We may transfer data outside the UK or EEA where needed to provide the services, provided the transfer complies with data protection law.

6.5 Your duties. You will make sure you have all the consents and notices needed for us and our suppliers to lawfully process your users' data.

6.6 Confidentiality. Each of us will keep the other's confidential information, including pricing and the terms of this agreement, confidential and use it only to perform this agreement. We may share it with our suppliers where needed to provide the services. Either of us may disclose it to staff and advisers who need it, or where the law requires. This clause survives for five years after the agreement ends. It does not cover information that is public through no fault of the recipient.

6.7 Names and marks. You will not use our name, logos or trade marks, or those of our suppliers or any Network Operator, without our written consent, except for factual statements that do not infringe anyone's rights.

7. Suspension, termination and liability

7.1 Suspension. We may suspend or bar any Connection, with immediate effect and without liability, if:

• you fail to pay a sum due and do not pay within 48 hours of our written notice;
• we suspect Fraud, or usage is abnormal or excessive;
• you breach clause 4 and, where it can be fixed, do not fix it within 24 hours of our notice;
• the law, Ofcom, the emergency services or another authority requires it;
• the Network Operator or another supplier suspends or ends the supply we rely on; or
• your use harms a network or our reputation or that of our suppliers.

You remain liable for all Charges during any suspension and will repay our reasonable costs of suspending and reconnecting.

7.2 Ending by us. We may end this agreement or any Connection immediately by written notice if you fail to pay within three Business Days of our notice, you commit a material breach that cannot be fixed or is not fixed within 28 days of notice, you repeatedly breach it, you commit Fraud, you become insolvent or cease to trade, or the law or our supplier arrangements prevent us supplying. After the Minimum Term we may end a Connection on one calendar month's written notice.

7.3 Ending by you. After the Minimum Term you may end a Connection on 30 days' written notice. You may end this agreement at any time if we commit a material breach and do not fix it within 28 days of your written notice. Cancelling a Direct Debit is not notice.

7.4 Cancelling before the Start Date. If you cancel an order before the Start Date you will pay any cancellation charge in the Order Form and any costs we incur from our supplier because of it.

7.5 Early Termination Charge. If a Connection ends before the end of its Minimum Term, other than because you end it for our uncorrected material breach, you will pay on demand: the monthly charges for the rest of the Minimum Term; all usage Charges up to the end date; and any further costs we incur from our supplier because of the early end.

7.6 On ending. You will pay all outstanding and unbilled Charges and return or destroy SIMs when we ask. Numbers not ported out revert to us. Rights and liabilities that have already built up are not affected.

7.7 What is never limited. Nothing in this agreement limits liability for fraud, for death or personal injury caused by negligence, for anything the law does not allow to be limited, or your liability to pay the Charges.

7.8 Our liability. Subject to clause 7.7, our total liability to you in each 12 month period starting on the Start Date or an anniversary of it, however it arises, is limited to 100% of the Charges paid or payable in that period.

7.9 What we are not liable for. Subject to clause 7.7, we are not liable for loss of profit, revenue, savings, business, contracts, goodwill, time or opportunity, business interruption, loss or corruption of data, damage to reputation, or any indirect or consequential loss. We are not liable for loss caused by viruses, unauthorised use of the service, your breach, or the acts or failures of the Network Operator, our suppliers, you or your users. Terms implied by law are excluded to the fullest extent permitted.

7.10 Your indemnity. You will cover us against claims, fines, costs and losses that we or our suppliers incur because you or your users used the service in breach of this agreement, unlawfully or fraudulently.

8. General terms

8.1 Changes. We may change this agreement on at least 14 days' written notice, or less where the law or a supplier requires, to comply with law or a regulator, reflect changes from our suppliers, protect security, introduce new features or service levels, or correct errors. Any other change must be agreed in writing by both of us.

8.2 Notices. Notices to you go to the notices email in the Order Form. Notices to us go to support@scancom.co.uk. An email sent before 4.00pm on a Business Day is received that day, otherwise the next Business Day. Post is received on the third Business Day after posting.

8.3 Whole agreement. This agreement is the whole agreement between us on its subject. Neither of us has relied on any statement not set out in it.

8.4 Assignment. You may not assign or transfer your rights or duties without our written consent. We may assign, transfer or subcontract ours, and will tell you if we assign.

8.5 Events beyond our control. Neither of us is liable for delay or failure caused by events beyond our reasonable control, including failure of a network or supplier. This does not excuse payment.

8.6 No partnership. Nothing here makes either of us the partner or agent of the other.

8.7 Third parties. Only you and we can enforce this agreement, except that our group companies, the Network Operator and our suppliers may enforce our rights.

8.8 If part is unenforceable. If any part is invalid it is removed and the rest continues. A delay in enforcing a right is not a waiver of it.

8.9 Anti-bribery and modern slavery. Each of us will comply with the Bribery Act 2010 and the Modern Slavery Act 2015.

8.10 Law and courts. This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

9. Scancom AIR product terms

9.1 Where this applies. This clause applies to Connections ordered through the Scancom AIR plan builder on scancom.co.uk. Scancom AIR (AIR) is a Scancom brand. The service runs on the Vodafone network, which we obtain through Vodafone's MVNO partners. If this clause conflicts with any other clause, this clause applies to AIR SIMs.

9.2 Order and signature. You order by completing the plan builder and checkout. Typing your full name, job title and company and pressing "Sign and check out" is your electronic signature and acceptance of this agreement. We record your name, job title, company, the time, your email address and the version of the agreement you accepted. Your SIM is not activated until that record exists and you have completed the activation form.

9.3 Plans and term. AIR UK and AIR EU are 30-day rolling, with no Minimum Term and no Early Termination Charge, and you may cancel at any time. AIR Global is a 24-month term billed monthly. Paying upfront for 24 months saves 10%, and unused months are not refundable.

9.4 What is included. Every plan includes unlimited UK calls and texts and 100GB of UK data a month, which resets on the 1st. Unused data does not roll over. AIR EU and AIR Global include roaming in the listed destinations: up to 25GB of roaming data a month, or 50GB if you add it for an extra £1 a week, plus calls to and from the UK and local calls in the country you are visiting. AIR UK has no roaming. The destination list may change as Vodafone updates its network, and we cannot guarantee service in every destination at all times.

9.5 Spend cap. Every AIR SIM has a £0 spend cap by default, which we apply with reasonable endeavours under clause 3.9 to stop charges beyond your plan. If you ask us to change the cap, you are liable for any charges that follow.

9.6 Fair use. Roaming is for travel, not for living permanently outside the UK. If usage looks like sustained overuse, for example the SIM is almost never used in the UK and reaches its roaming allowance month after month, we will contact you first. If it does not change we may limit roaming data, move you to a more suitable plan or cancel the service. One long trip or a heavy roaming month is fine.

9.7 Mobile phones only. AIR SIMs are for mobile phones only, not routers, MiFi devices or IoT equipment, unless we agree otherwise in writing. We may suspend or cancel the service if they are used that way. You are responsible for checking that your device supports eSIM.

9.8 Numbers and porting. You can take a new number or port one in. Porting in from EE, Three or O2 carries no porting charge. Porting in from Vodafone carries a one-off £50 migration charge. The charge shown at checkout is the only porting charge for AIR SIMs, and it replaces any administration fee in clause 5.6.

9.9 SIM type and renewal. We supply eSIMs as standard, or a physical SIM on request. A replacement SIM may carry a small administration fee. To renew, buy a new plan and select the existing customer option with your current SIM number, ideally a few days before your plan ends.

9.10 Price changes. For AIR SIMs we will tell you before any price change takes effect.