Zeller UK Limited — Standard Form of Agreement: Mobile Data Services

1. Customer Terms

1.1 General

1. These are the standard terms and conditions (Terms) on which Zeller UK Limited, a company registered in England and Wales/Scotland/Northern Ireland with number 15853687 (Zeller) permits a user (referred to as User, you, your) to access and use the Data Service.

2. The meanings of capitalised terms used in these Terms are set out in clause 13.

1.2 Commencement and end

1. These Terms commence once we connect you to the Data Service in response to your request for activation. Activation occurs immediately upon clicking ‘Accept Terms and Conditions’ on the Zeller Terminal.

2. These Terms will continue on a month-to-month (rolling monthly) basis until they are terminated in accordance with clauses 5 or 6.

2. Changes to these Terms

2.1 Changes that we can make without notifying you

We can make any type of change to these Terms if we reasonably consider the change is:

1. exclusively to your benefit;

2. purely administrative in nature with no negative impact to you; or

3. required by law.

2.2 Changes that we can make by notifying you

We can make any type of change to these Terms by notifying you at least 30 days beforehand. If we reasonably consider the change is likely to cause material detriment to you, you will have the right to terminate the contract without penalty within the 30 day notice period.

2.3 Our considerations regarding impact of changes

In considering whether a change is likely to have a minor detrimental impact or more than a minor detrimental impact on you, we will take into account, amongst other matters, whether you have used, or have been billed for, the affected service in the last 6 months.

2.4 Notice about changes

We can notify you about changes to these Terms under this clause 2 by any reasonable method in the circumstances, including email, SMS/MMS, online account management tools, bill message, direct mail, or telephone.

3. Data Services

3.1 Nature and quality of Data Service

1. The Data Service is a mobile data connectivity service provided via a Zeller SIM Card intended solely for Machine-to-Machine (M2M) communication within a Zeller terminal for payment processing. Connectivity is delivered via 4G/LTE mobile network technology.

2. The Zeller SIM Card provides data-only connectivity and does not provide access to emergency organisations or 999/112 voice calls.

3. Given the nature of telecommunications systems and other third party networks, systems and services that we do not own or control, we cannot guarantee or warrant that the Data Service will be uninterrupted or fault-free. Connectivity is provided on a ‘best estimate’ basis; actual speeds depend on carrier coverage.

4. If you experience a continuous or regularly recurring discrepancy in service quality, you may be entitled to terminate your contract without penalty.

5. For clarity, the Data Service that we supply under these Terms are independent of and separate from other services and/or goods that you obtain from us under a separate agreement (for example, payment processing services). In this instance, these Terms do not apply to these other services and/or goods.

3.2 Equipment required

In order to access or use the Data Service, you are required to purchase:

1. a Zeller SIM Card; and

2. a Zeller Terminal.

To enable the Data Service on your Zeller Terminal, you need to insert a Zeller SIM Card in the Zeller Terminal and accept these terms by clicking ‘Accept Terms and Conditions’, or accept via https://www.dashboard.myzeller.com. You cannot access or use the Data Service with any other device or equipment.

3.3 Coverage of Data Service

You must only access and use the Data Service from a Zeller Terminal within the United Kingdom in accordance with the operational and technical instructions (including those set out in our manuals or procedures documents) that we may make available to you from time to time (Instructions). To be clear, the Data Service cannot be used for other calls or services, including SMS, MMS, content subscription services, voice or video calls, voicemail, or international roaming.

3.4 Connection and service activation

1. We will aim to connect you to the Data Service within a reasonable time after we have received and accepted your request for activation.

2. You will be taken to have submitted a request for activation when you insert a Zeller SIM Card in your Zeller Terminal and accept these Terms on the terminal.

3.5 Your use of Data Service

1. You must only use the Data Service in accordance with these Terms and our Instructions.

2. You must not use the Data Service to break the law or to commit an offence or allow any third party to do so.

3. You must comply with our Fair Use Policy when you use the Data Service. Our Fair Use Policy is to ensure that the Data Service is not used in an unreasonable, unacceptable or fraudulent manner. Such usage may impact the operation and/or the quality or reliability of the Data Service.

4. When using the Data Service, you must comply with the following technical requirements: (i) devices must not be configured for synchronised communication tasks; (ii) devices must not attempt network reconnection more than 10 times per hour during a server outage; and (iii) you must allow Zeller to perform remote SIM parameter updates.

4.Charges, Billing, and Payments

4.1 Charges

1. The Monthly Service Fee for the Data Service is £0.00 per month (Free of charge).

2. Zeller reserves the right to introduce a monthly service fee at a later date. If and when we do so, we will provide you with at least 30 days’ written notice, and you will have the right to cancel your SIM service without penalty.

4.2 Billing

1. We will issue bills for the relevant charges for the Data Service on a monthly basis, beginning on the day that your Data Service is activated.

2. Our bills will be made available for you to view online via your Zeller Portal.

4.3 Payments

1. Payments must be made by direct debit from your nominated account. If you have a Zeller Transaction Account from us under a separate agreement, then you authorise and direct us to transfer the payment amount required to cover the relevant charges for the Data Service on each monthly bill issued by us from that account. Our Direct Debit Authority Terms will apply in relation to any direct debit that we arrange under these Terms.

2. If you fail to pay the monthly charges for the Data Service, then that failure constitutes a material breach of these Terms, as described in clause 6.2(a).

4.4 Taxes (including VAT)

Unless otherwise indicated, the fees and charges set out for the Data Service include any amount on account of tax, including VAT (if any) at the prevailing rate.

5. Your Rights to Cancel

5.1 Your rights to cancel the Data Service and terminate these Terms

You can cancel the Data Service and terminate these Terms at any time:

1. without cause, in which case we may not refund or redeem for cash any unused charges for the Data Service that you have already paid;

2. if we materially breach these Terms and:

   1. we are unable to remedy the material breach within 14 days after you notify us that you require us to do so; or

   2. the material breach is something that cannot be remedied;

3. if a Force Majeure Event prevents us from supplying the Data Service for more than 30 days; or

4. if you are entitled to do so under law.

5.2 Refunds of prepayments

If you cancel the Data Service and terminate these Terms under clauses 5.1(b) to 5.1(d), we will refund to you any unused portion of the charges that you have paid for the Data Service. However, we can deduct from your refund any amounts that you owe to us, such as charges you incurred before the cancellation.

6.Our Rights to Cancel or Suspend

6.1 Our rights to cancel the Data Service and terminate these Terms

We can cancel the Data Service and terminate these Terms:

1. at any time, if we:

   1. obtain your consent;

   2. give you at least 30 days' notice before we do so; or

   3. transfer you to a reasonably comparable alternative service; or

2. if you breach a material Term and:

   1. you are unable to remedy the breach within 14 days after we notify you that we require you to do so; or

   2. the breach is something that cannot be remedied.

6.2 Examples of material breach

For the purposes of clause 6.1(b), you will breach a material Term if you:

1. breach your obligation to pay the charges for the Data Service;

2. use the Data Service in any way which we reasonably believe is fraudulent, poses an unacceptable risk to our security, or is illegal or likely to be found illegal; or

3. breach your obligations under the Fair Use Policy.

6.3 Our rights to suspend the Data Service

1. We can suspend or restrict the provision of the Data Service during the period before we cancel the Data Service if you are in breach of a material Term. You may have to pay a reactivation fee if you ask us to reconnect and reactivate the Data Service following a suspension.

2. We can also suspend or restrict the supply of the Data Service if maintenance or repair work is required. As we are relying on a third party's network to supply the Data Service to you, we have no control over any maintenance or repair work that the relevant third party may choose to carry out on its networks that may lead to a suspension or restriction of the supply of the Data Service. In these circumstances, we will try to give you as much notice as we reasonably can.

6.4 Our other rights to cancel or suspend the Data Service

We may cancel the Data Service and terminate these Terms, or suspend the Data Service, at any time by giving you as much notice as we reasonably can if:

1. we are required by law;

2. there is an emergency that affects our ability to provide the Data Service;

3. there is a Force Majeure Event; or

4. we reasonably believe that providing the Data Service may cause death, personal injury or damage to property.

6.5 Refunds of prepayments

If we cancel the Data Service and terminate these Terms under this clause 6, we will refund to you any unused portion of the charges that you have paid for the Data Service. However, we can deduct from your refund any amounts that you owe to us, such as charges you incurred before the cancellation.

6.6 Security incidents & vulnerabilities

Zeller monitors the M2M network to identify and mitigate security threats. In the event of a suspected incident, Zeller may take immediate protective action, including temporarily suspending connectivity to affected SIMs. Zeller will notify your primary account contact via email or the Zeller Dashboard as soon as reasonably practicable, providing details of the incident and any necessary security steps.

7. Faults

1. As soon as you become aware of any fault in the Data Service, you must report that fault to us via email to support@myzeller.com or via telephone at 0800 917 9206. We will use reasonable endeavours to investigate the fault reported and restore the Data Service. Technical support for connectivity issues is available around the clock (24/7).

2. Before reporting a fault to us, you must take all reasonable steps to ensure that the fault is not attributed to your breach of these Terms, your (including your personnel's) act or omission, or your failure to use the Data Service, the Zeller SIM Card, or the Zeller Terminal in accordance with the Instructions.

8. Intellectual Property

1. You will not own any intellectual property rights in relation to the Data Service.

2. If we provide you with any materials as part of the Data Service, we (or our licensors) own the intellectual property rights in those materials. You must immediately inform us if you become aware of any infringement or suspected infringement of intellectual property rights in those materials.

9. Our Liability

9.1 Your rights at law

We are required to comply with the law, including:

1. the Communications Act 2003; and

2. the Ofcom General Conditions of Entitlement.

Nothing in these Terms removes or limits any rights that you have under existing laws or regulations. 

9.2 Service Standards and Statutory Rights

1. You acknowledge and agree that the Data Service and Zeller SIM Card are provided to you solely for use in the course of your business, trade, profession, or charitable activity, and not for personal, domestic, or household use.

2. We will supply the Data Service under these Terms with reasonable care and skill, in accordance with the standards expected of a competent provider of M2M telecommunications services.

3. Certain terms are implied into business-to-business contracts by law (such as the Supply of Goods and Services Act 1982) which cannot be excluded. Nothing in these Terms limits or excludes any such statutory rights that cannot be lawfully limited or excluded under the Unfair Contract Terms Act 1977 or other relevant legislation.

4. If the Data Service fails to meet the standards set out in this clause, you may have rights under law, such as the right to have the service re-performed or a right to a refund of charges paid for the period of the failure.

9.3 When we are not liable

Subject to clauses 9.1 and 9.2, to the maximum extent permitted by law:

1. We are not liable to you in contract, tort (including negligence), statute, equity or otherwise, for any indirect or consequential loss, loss of sales, loss of business opportunity, loss of profit and loss of revenue.

2. We are not liable to you for failing to comply with these Terms if that failure results from:

   1. a Force Majeure Event;

   2. a suspension of the Data Service by us in accordance with clause 6.3;

   3. maintenance or outages;

   4. faults or defects in the Data Service to the extent that they are caused by your conduct or misuse of the Data Service; and/or

   5. any faults, interruptions, congestion, and comprised security to third party networks beyond our reasonable control, including where it is caused by a supplier of us.

3. Our aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), statute, equity shall be limited to greater of:

   1. an amount equal to the total charges paid by you under these Terms in the period of 3 months prior to the date of your claim; or

   2. £100.

9.4 Apportionment

Our liability under these Terms is reduced to the extent that any loss or damage that you are claiming against us is caused by you (including your personnel).

10. Your Liability

You are liable to us for any breach of contract or negligence that causes loss or damage to us (but excluding indirect or consequential losses). Your liability under these Terms is reduced to the extent that any loss or damage that we are claiming against you is caused by us (including our personnel).

11. Privacy

We collect, use and disclose personal information as set out in our Privacy Policy at https://www.myzeller.com/gb/privacy.

12.General

12.1 Assignment

1. We can assign, novate, or transfer some or all of our rights, benefits, obligations and/or liabilities under these Terms to another party.

2. We may also perform any of our obligations under these Terms by arranging for them to be performed by another party, such as a third party contractor or another related body of us. We will still be responsible for the performance of the obligations.

12.2 Other matters

If any term (or part of a term) in these Terms is void or unenforceable, that term (or part) is taken to be removed from these Terms and not to form part of them. The remaining terms continue to have full effect.

12.2 Complaints and Disputes

We aim to resolve all complaints internally via support@myzeller.com or 0800 917 9206. If we do not resolve your complaint within 8 weeks, you may refer the matter to CISAS, our independent Alternative Dispute Resolution (ADR) provider. Zeller complies with the Ofcom Approved Complaints Code of Practice, which sets out minimum standards for how we handle and resolve disputes .

13.Definitions

In these Terms, the following capitalised terms have the following meanings:

Data Service has the meaning given to it in clause 3.1(a);

Direct Debit Authority Terms means the terms under which you authorise us to arrange for funds to be debited from your account for services supplied by us, as amended from time to time and accessible at www.myzeller.com/gb/terms/sim-sfoa;

Fair Use Policy means our documented policies in relation to your use of the Data Service, as amended from time to time and accessible at www.myzeller.com/gb/sim-fup;

Force Majeure Event means any act, event or cause, other than a lack of funds, which:

1. directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under these Terms; and

2. is beyond the reasonable control of that party;

Instructions has the meaning given to it in clause 3.3, as amended from time to time and accessible at www.myzeller.com/support;

Regulator means the Office of Communications, the Competition and Markets Authority or any other relevant government authority or statutory body with authority to enforce regulation.

VAT means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

Zeller Data Plan has the meaning given to it in clause 3.2(c);

Zeller Data Pricing Plan means the document detailing all charges and pricing for the Data Service, as amended from time to time according to these Terms and accessible at www.myzeller.com/sims;

Zeller SIM Card means a subscriber identity module supplied by us to you, which is to be used with a compatible Zeller Terminal to enable that terminal to access and use the Data Service; and

Zeller Terminal means an electronic terminal obtained by you from us for the processing of sales transactions or sales refund transactions from time to time.

Zeller Transaction Account means an account maintained by Zeller for you in relation to the Zeller Terminal, which is used by us to process sales transactions or sales refund transactions for you;

Zeller Portal means the dedicated online portal made available by us to you in relation to the Zeller Terminal to perform management functions, including viewing of relevant sales transactions or sales refund transactions information, and accessible at www.dashboard.myzeller.com.