Mobile Service Terms

Background

This Schedule forms part of your Master Services Agreement and sets out terms and conditions specific to the delivery of 2degrees Mobile Services.

1. Mobile Services Activation

1.1 We will provide the Mobile Services to you in accordance with the Agreement, these Mobile Service Terms and Service Order.

1.2 Mobile Services will commence on the Activation Date provided that any pre-Activation conditions set out in the Agreement or the relevant Service Order have been met.

2. Mobiles Services Term

2.1 The Service Order term will commence on the Activation Date of the first Connection and continue for the Initial term as specified in the Service Order unless terminated in accordance with this Schedule or the Agreement.

2.2 On the expiry of the Initial Term we will continue to provide the Mobile Services on a month by month basis until:

(a) either party gives 30 days’ written notice to the other that it wishes to terminate the Mobile Services; or

(b) the Mobile Services are terminated in accordance with the Agreement.

3. Your Plan

3.1 Your Plan cannot:

(a) be redeemed for cash, early disconnection charges or other Charges and cannot be transferred or assigned; or

(b) be used if the Mobile Services or your Account have been suspended by us or by you under the Agreement or if you have exceeded any credit limit applicable to your Account.

3.2 On termination or expiry of the Mobile Services any unused entitlements under your Plan will not be refunded or redeemed, and will be forfeited on disconnection by you.

4. Transition Plan

4.1 We will work with you to agree a transition plan for Mobile Services (Transition Plan). You must pay any applicable Transition Fees in accordance with the payment terms included in the Service Order.

5. Your Mobile Account, Account Holder and Administrators

5.1 Your Account Holder, Administrators and Team Members will be required to set up a 4 digit security PIN which may be required to authorise certain activity in relation to your Account and/or Connections. Your Administrator(s) will not be able to access log-in details to Your 2degrees.

5.2 We will primarily correspond with you about your Account through your Administrator(s).

5.3 Your Account Holder must have a Connection.

5.4 Your Administrator may on your behalf:

(a) Order Services;

(b) Order Hardware;

(c) Request a Move, Add and Change (MACs) such as service activation, disconnection, suspension, and/or restrictions on plans and or Connections;

(d) Change your Customer details; and

(e) Change or update the list of Administrators. MAC requests can be communicated to us by email to either the Government and National Service Team or your Client Manager.

6. Service Orders for Mobile Services, Connections, Hardware

6.1 To request Mobile Services, Connections and Hardware you must accurately complete a Service Order and provide the Service Order, together with a purchase order or reference number (as applicable) by email to our corporate helpdesk or your Client Manager.

6.2 Within 2 Business Days of receiving your Service Order we may accept, reject or request further information about the Service Order. We will not unreasonably withhold our acceptance of a Service Order.

6.3 If we do not have, or are unable to provide the Hardware or Mobile Services that you requested in the Service Order, we may agree with you to provide alternative Hardware or Mobile Services (if practicable to do so).

7. Mobile Phone Numbers

7.1 We will allocate to you, or you may select from us (where available), a Mobile Phone Number (MPN), or it may be allocated to you by another Mobile

8. Account

8.1 If you request any MPN to be Ported from another Mobile Provider to set up your Mobile Account (or to add a Team Member) you confirm and agree that:

(a) we are not obliged to accept the Porting request;

(b) you have the authority to request the Porting of the MPN and, if you do not have the rights to use the MPN, you confirm that the individual who does have the rights to use that MPN has consented to your request for the Porting of that MPN. You will be liable for any loss or damage resulting from breach of this clause;

(c) you have informed each Team Member who wishes to Port a MPN to the Account that they relinquish all rights to that MPN and that your authorisation is required if a Team Member wishes to Port a MPN out of your Account;

(d) you confirm that your Team Members authorise us to supply relevant information about them to the existing Mobile Provider in order to carry out the Porting process;

(e) the existing services relating to the MPN will be disconnected and a final account may be due from the existing Mobile Provider. You or your Team Members may have obligations (including payment of any due amounts including porting fees and early termination costs) to the existing Mobile Provider and it is your responsibility to ascertain and discharge such obligations. You may lose any benefits (including credit balances) from your existing Mobile Provider;

(f) the Mobile Services you receive post Porting may not be accessed or supported in the same way as any services that you previously received;

(g) we will not be liable for any loss or damage (direct or indirect) resulting from failure or delay in the Porting process;

(h) if you amend your request to Port any MPN at any time it may affect the date that Porting is completed and if you wish to amend your request after the Porting process has begun, a new Port request is required;

(i) once the number Porting process has started it must be completed; and

(j) the information provided by you in relation to the Porting request may be used in relation to the Services, fault management and complaints you make. The information may also be provided to Provider and Ported by you for use on the 2degrees Network. Subject to the terms of this Schedule you have full rights to use the MPN allocated to you. Porting from another Mobile Provider to your emergency services and as lawfully required by law enforcement agencies.

9. Porting from 2degrees to another Mobile Provider

9.1 If you wish to Port your MPN to another Mobile Provider you must contact the Mobile Provider to whom you wish to Port to and you will be responsible for completing that Mobile Provider’s Porting requirements.

9.2 We will comply with our obligations under the Terms for Local and Mobile Number Portability in relation to the Porting of the MPN to the other Mobile Provider. You will be responsible for all costs associated with Porting the MPN.

9.3 If you or we disconnect your Connection(s) to the Mobile Services, and you have not Ported the MPN allocated to you by us or selected by us prior to disconnection, we may re-allocate the MPN to another customer.

10. Coverage

10.1 The Mobile Services are only available within the coverage of the 2degrees Mobile Network.

10.2 Coverage and Mobile Services may be adversely affected by radio interference, geographic or atmospheric conditions, outages, maintenance works, over-loading, faults or limitations in your Device or the device of the person with whom you are communicating, faults or other operational difficulties in the 2degrees Network or any other mobile telecommunications network to which our Network is connected, or other circumstances or factors not wholly in our control. This means you may not receive all of the Mobile Services in all areas all of the time.

11. The Mobile Services

11.1 You can connect to other people through the 2degrees Network by making and receiving local, national and international calls and text and picture messages, and accessing the other Mobile Services we provide.

11.2 In order to receive the Mobile Services you must set the “network selection” setting of your Device to “automatic”. This is typically the default setting. We do not guarantee the availability of Mobile Services to you, and may cease to provide Mobile Services to you, if you fail to set the “network selection” setting of your Device to “automatic”. If you require any assistance regarding the correct settings for your Device please contact Customer Care for Mobile Services.

11.3 Where a Mobile Service is only available in a specific geographic location this will be set out in the specific terms and conditions applicable to that Mobile Service.

11.4 We may change, suspend, remove or add to the Mobile Services from time to time in accordance with the General Terms of the Agreement. You will be responsible for upgrading, or obtaining a new Device if this is required to access any of our Mobile Services through the operation of this clause.

11.5 We may, at our discretion impose credit limits for your use of the Mobile Services. We will try to notify you as soon as possible if we impose any such limits. We may restrict your use of the Mobile Services without prior notice if you exceed any credit limit. You will remain liable for all Charges incurred in excess of your credit limit.

12. Your use of the Mobile Services

12.1 You must, and you must ensure that each Team Member and anyone else that is using your Device or SIM Card:

(a) follows our instructions regarding the use of the Mobile Services;

(b) complies at all times with the Schedule and the Agreement; terms of this

(c) uses a Device of a make and model that is compatible with the 2degrees Network and which is approved by 2degrees for use on the 2degrees Network. Unless we agree otherwise, you are responsible for obtaining a compatible mobile phone or other Device or equipment required by you to use the Mobile Services. Not all Devices can receive all of the Mobile Services and some Devices may not be compatible with the 2degrees Network;

(d) not use any Device which masks or in any way alters the true point of origin or termination of any call or other transmission over the 2degrees Network; and

(e) uses the Mobile Services in the way described in any applicable user guide, policy or specific terms and conditions.

13. Content

13.1 Content which you may access or that we provide to you when you use the Mobile Services is only for use by you and is personal to you. You may not forward, copy, reproduce, re-sell or distribute Content to any third party or interfere with it in any way. You acknowledge that this obligation is also expressly for the benefit of our agents and approved Third Party Suppliers.

13.2 We may monitor Content originating from you or accessed by you using the Mobile Services and remove any Content that we consider to be inappropriate, illegal or in breach of the rights of any third party. We are not responsible for any Content, or for any loss whatsoever that you may suffer in connection with your accessing any Content that does not originate directly from us.

13.3 You agree that you are responsible for ensuring that you have the right to send all Content that you send when using the Mobile Services. We may alter Content that you send using the Mobile Services in order to enable the delivery of that Content to the recipient.

14. Lost or Stolen Device or SIM card

14.1 You and Team Members must:

(a) keep your Devices and SIM card(s) associated with your Account secure at all times; and

(b) contact Customer Care for the Mobile Services immediately if your, or your Team Member’s, Device or a SIM card is lost, stolen, damaged or destroyed or is used or likely to be used without your authority.

14.2 If your Device or any SIM card(s) associated with your Account is lost or stolen or used without your authority you will be responsible for all Charges incurred up to the time you advise Customer Care of its loss or theft and request that your Account be suspended. For the avoidance of doubt, you are responsible for paying any Charges incurred prior to suspension or any recurring Charges relating to your Account, whether or not incurred by you or a Team Member. On your request we will transfer your Account to a replacement SIM card issued to you by us. We reserve the right to charge a reasonable fee for any replacement SIM card issued to you and for completing any transfer.

14.3 We are not liable for any loss you may suffer as a result of the loss, theft, damage, destruction or unauthorised use of your Device or any SIM card. You agree to indemnify us for any loss we may suffer as a result of the loss, theft, damage or destruction of your Device or SIM card or any unauthorised use or misuse by you or anyone else, whether authorised by you or not, of your Device, SIM card or the Mobile Services.

14.4 You may request that Customer Care completely or partially suspend your Account to prevent Mobile Services from being accessed using any SIM card(s) associated with your Account. Once your Account is suspended your Device and any SIM card will not be able to be used to access the Mobile Services until such time as you contact Customer Care and request that the suspension is removed. You will remain liable for Charges and the Agreement will continue to apply to you (including your obligation to pay Charges and the expiry dates of any Mobile Services).

15. Voicemail

15.1 Team Members can access voicemail services and will be required to set up a 4 digit voicemail PIN to activate a voicemail account. The voicemail PIN will be used to control access to the voicemail account. Each Team Member is responsible for keeping their PIN and all other information relating to their voicemail account confidential at all times.

15.2 Calls to voicemail accounts are charged in accordance with the pricing set out in the Service Order. You are responsible for all access to voicemail accounts under your Account and for any Charges incurred as a result of use of any voicemail account under your Account.

16. Fair Use Policy

16.1 All of the Mobile Services are subject to the Fair Use Policy.

16.2 We may terminate the Mobile Services, and the Agreement in accordance with clause 14 of the General Terms, if you or any Team Member continue to use the Mobile Services in breach of our Fair Use Policy after we have requested that you cease doing so.

17. Roaming Overseas

17.1 You can use your Device in other countries. For a list of the countries, services available and any specific roaming overseas terms and conditions please refer to your Service Order.

17.2 The terms and conditions on which you may use overseas networks will depend on your Device, the country you are visiting and the terms and conditions of the Network Operators whose networks you connect to in each country. The terms and conditions and charges of those other Network Operators will apply in addition to ours.

17.3 We cannot be responsible for the performance of overseas networks. You acknowledge that the quality, coverage, features, functions and services of overseas networks may be different to the 2degrees Network.

18. Charges, Billing and Payment

18.1 The Base Monthly Fee and any Additional Connection Charges will be pro-rated from the Mobile Activation Date until your first Billing Date.

18.2 Unless stated otherwise, you will be billed on a monthly basis either in advance or arrears as applicable to each Mobile Service and as set out in your Service Order. Any Charges you incur while roaming overseas may be billed several months in arrears.

18.3 On our request, you must immediately pay any Charges in excess of any credit limit on your Account or any use of the Mobile Services that is in breach of the Agreement, including the Fair Use Policy.

18.4 From time to time we may amend your Billing Date and send you interim Bills.

18.5 Your Bill will include the amount payable by you for Charges incurred by you during the previous month, and the Due Date for payment.

18.6 You must pay the amount set out in your Bill by the Due Date.

18.7 We will send to you and/or make available to you your Bill after your Billing Date by email. You can view your Bills at any time by visiting ‘Your 2degrees’. Your most recent Bill will be available on Your 2degrees 3 Business Days after we have sent you that Bill. We will not be responsible if your Bill has not been received by you for any reason.

18.8 You are liable for all Charges incurred under your Account, no matter who incurs them or how they are incurred. For example, subject to clause 14.2 of these Mobile Service Terms, you are responsible for the Charges relating to anyone else’s use of your Device or SIM card, even when your Device or SIM card is lost or stolen.

18.9 You are liable for the reasonable costs we incur for collecting any overdue Charges from you.

19. Payment

19.1 We only accept payment of your Bill by credit card, debit card, direct debit or online banking (we do not accept payment by cash, cheque or any other method).

19.2 If you do not pay any Bill by the Due Date we can, without prejudice to any other rights we have, suspend, bar, re-direct or restrict your use of all or any of the Mobile Services (including any unused minutes we may allow you to carry over from a previous billing period) without giving you prior notice. If we suspend, bar, re-direct or restrict the Mobile Services all Charges will continue to apply.

20. Additional Charges

20.1 If payment of the Charges (other than of any Charges incurred in respect of any Mobile Repayment Option) has not been made by the Due Date, we may charge interest on all sums outstanding at the Default Interest Rate until the date we receive payment of all outstanding Charges and other amounts owing in full. Our right to charge interest is without prejudice to any other rights we have, including our right to charge late payment fees and to recover costs from you under clause 18.9 of these Mobile Service Terms.

20.2 We may charge you a reasonable fee for:

(a) responding to a request from you for information about your Services; calls or your use of the Mobile

(b) Connection(s) to the Mobile Services that are dormant, or providing statements or for dealing with unused credit balances.

20.3 If you use your Device while you are overseas you will incur additional Charges and these will be included in your Bill. Minute or other entitlements which may be included in any Plan may not apply when you use your Device overseas unless otherwise agreed in your Service Order.

20.4 We will not be liable for any Charges you incur as a result of your assumption that a particular number is on a particular network (e.g. that a 022 number is held by a 2degrees customer).

21. Billing errors

21.1 If there is a mistake or dispute amount on your Bill, you must notify us as soon as possible. You must pay the full amount of your Bill by the Due Date. If upon our investigation we find that there has been a mistake with your Bill, we will apply any correction to your next Bill.

21.2 We can use any credit balance relating to your Account or use any moneys we owe you to recover any outstanding Charges.

22. Team Members

22.1 You must provide us with a complete list of the details we request of all Team Members under your Account, and upon request, an updated list if Team Members are removed from or added to your Account. You will let us know when your Team Member(s) change.

22.2 Each Team Member under your Account must be connected to you, whether as an owner, director, partner, employee or other officer of your business.

22.3 You will be liable for any loss, cost, liabilities and expenses that we may incur as a result of any action or omission of a Team Member in respect of that Team Member’s use of the Mobile Services (including a breach of this Schedule and the Agreement by any Team Member) and any claim, suit or proceeding made or brought against us as a result of a Team Member’s use of the Mobile Services. You are responsible if anyone else, whether that person is a Team Member or authorised by you or not, uses or misuses the Mobile Services.

23. Adding new Team Members

23.1 A person may become a Team Member by either transferring from another 2degrees plan or service outside of your Account to the Plan under your Account or by otherwise signing up to the Plan under your Account. By transferring from another 2degrees plan, the Team Member’s existing plan will be terminated and his or her number will be transferred to your Account. Adding a Team Member Connection to a Plan under your Account is at the discretion of 2degrees.

23.2 The accrued entitlements and benefits of the Team Member's previous 2degrees plan or service, including any remaining credit balance, will not be transferred to the Plan under your Account and will be lost.

23.3 From the date a Team Member transfers or signs up to a Plan under your Account you will assume all of that Team Member's obligations and responsibilities in respect of that Team Member’s use of the Mobile Services. You are responsible for paying the Charges generated by each Team Member under your Account.

23.4 You may at any time request that a new Team Member be added under your Account. If you do so, we may require you to undergo a further credit check, or we may require a further security deposit or personal guarantee from you and/or impose other conditions in respect of your Account.

23.5 We may refuse the connection of a new Team Member to your Account if you have any outstanding Charges or any other overdue payment in respect of your Account.

24. Removing or transferring Team Members

24.1 You may request a Team Member’s Connection be removed from your Account at any time.

24.2 If you request the removal of a Team Member’s Connection, that termination will be effective on the Billing Date following the date of your request. If your request is made on your Billing Date, the Team Member Connection will be removed on the following Billing Date. You will be liable to pay us all Charges (including any Early Termination Charges, if applicable) in respect of that Team Member’s Connection up to the Billing Date on which the Connection is terminated from your Account.

24.3 If your Plan is subject to an Initial Term, you will be required to pay us an Early Termination Charge if you:

(a) terminate every Team Members’Connection under that Plan and the termination of the Team Members’ Connections takes place prior to the expiry of the relevant Initial Term; or

(b) request every Team Members’ Connections be transferred to another plan or service other than the Plan noted in your Service Order prior to the expiry of the Initial Term (and that will be deemed a termination of that Plan under your Account).

24.4 You must first appoint a new Account Holder before requesting the removal or termination of an existing Account Holder Connection from your Account.

25. SIM card

25.1 Any SIM card we issue to you or which otherwise comes into your possession remains our property. You must return it to us in good condition and within 30 days’ of termination of the Service Order or the Agreement, or otherwise if requested by us (whichever is the earlier) and we reserve the right to charge you a reasonable fee if you fail to do so.

25.2 We may exercise our rights to terminate the Mobile Services or the Agreement in accordance with clause 16 of the General Terms of the Agreement if you or any Team Member tamper with or modify any SIM card issued by us.

26. Termination

26.1 You may terminate your Connections or the Mobile Services without cause by giving us 60 days’ notice during the Initial Term, and such termination will be effective from your next Billing Date from date of termination (or, if you make the termination request on a Billing Date, from the next Billing Date following). Early Termination Charges will apply if you terminate all your Connections or Service Order prior to the end of any Initial Term (refer to your Service Order for Early Termination Charges that apply to the Mobile Services).

26.2 If you Port all of the MPNs associated with your Account to another Mobile Provider the Mobile Services will be terminated effective from your next Billing Date.

26.3 Notwithstanding anything else in this Schedule, we may terminate your Connection(s) and stop providing the Mobile Services without reason by giving not less than 60 days’ prior notice and in this case you will only be required to pay any outstanding Charges incurred up to and including the date of termination (which, for the avoidance of doubt, includes all remaining Mobile Repayment Option instalments not yet paid which remain payable on the original dates agreed).

26.4 We may withhold, suspend or restrict your use of a Mobile Service or your Account in any circumstances if we think it is reasonable or necessary to do so, including (without limitation) if we believe any of your Devices or other equipment may cause interference or if you have failed to meet any of your responsibilities under this Schedule.

26.5 Either party may terminate the Mobile Services in accordance with the termination provisions contained in Section B of the Agreement.

27.1 If any Connection(s) to the Mobile Service is either suspended or terminated:

(a) we may charge you a reconnection charge before you are able to recommence using the Mobile Services and you may need to buy a new SIM card;

(b) you may lose your allocated or selected MPN (unless you have Ported the MPN to another Mobile Provider);

(c) any unused benefits arising from the Mobile Services will be lost on termination of your Account;

(d) you may lose any data stored on your SIM card or contained in your voicemail account; and

(e) you must return your SIM card to us if we so request.

27.2 If your Account and/or any Connection(s) to a Mobile Service is restricted (as opposed to terminated), you will be able to continue using the un-restricted Mobile Services and Charges will continue to apply.

27.3 If you terminate the Mobile Services or this Agreement due to our breach of the Agreement in accordance with clause 15 of the General Terms, we will not charge you Lost Revenue ETCs however all Charges incurred, Hardware Fund ETCs (as applicable) and other moneys due will apply as at the date of termination will be payable.

28. Definitions

28.1 In this Schedule 1, the following terms have the following meanings:

2degrees Network means the New Zealand mobile cellular network through which Mobile Services are provided, comprising the mobile cellular network owned and operated by us, as modified, upgraded or expanded from time to time.

Activation Date means the successful completion of the set up process for a Connection to the 2degrees Network.

Additional Connection Charge has the meaning given to that term in the relevant Service Order.

Base Monthly Fee has the meaning set out in the Mobile Service Order.

Bill means an invoice from us containing your Charges for the Bill Cycle.

Billing Date means the last day of your Bill Cycle. Your Bill will be generated after this date and sent to you by email and/or made available to you on ‘Your 2degrees’, as set out in the Customer Information.

Bill Cycle means the period of time between bills. If for example, your Billing Date is the 31st May your bill cycle is 1st May to 31st May inclusive.

Content means information, data, communications, images and sounds, software or any other material contained on or available through the Mobile Services whether in physical or machine readable form.

Data Connection means a data only connection to the 2degrees Network using a SIM card issued by 2degrees as further set out in your Service Order.

Default Interest Rate is the Bank of New Zealand’s base commercial overdraft rate on the Due Date, as determined by us, plus 1.5% per month or any other rate notified to you by us.

Device means a handset or other terminal or device approved by 2degrees for use on the 2degrees Network.

Due Date means the date on which your Bill is payable by you being the 20th of the month in which you receive your Bill.

Fair Use Policy means the policy described in clause 16 of these Mobile Service Terms, published by us on www.2degreesmobile.co.nz/fairusepolicy including any amendments we may make from time to time.

Hardware Fund ETC has the meaning set out in the Mobile Service Order.

Initial Term means the specified term of a Service Order as set out in the relevant Service Order and commencing from the Activation Date.

Lost Revenue ETC has the meaning set out in the Mobile Service Order.

Mobile Phone Number (or MPN) means the unique mobile phone number allocated to each of your Team Members by us or selected by you or a Team Member from our available mobile phone numbers (where this is available) or which you Port from another Mobile Provider.

Mobile Provider means a provider of mobile telecommunications services to consumers in New Zealand.

Mobile Repayment Option has the meaning set out in the Mobile Service Order.

Plan means a business plan made available by us to you as set out in your Service Order.

Port means to transfer a mobile phone number from one Mobile Provider to another (and words such as “Porting”, “Ported” and “Porting process” are construed accordingly).

Quarter means each period of three consecutive calendar months per financial year, with the first quarter being January to March, the second quarter April to June, the third quarter being July to September and the fourth quarter being October to December and Quarterly has a corresponding meaning.

SIM card means the 2degrees subscriber identity module used with a Device to enable access to the 2degrees Network and use of the Mobile Services.

Team Member means an individual within your organisation (including your employees and/or contractors) who uses the Services.

Terms for Local and Mobile Number Portability means the requirements for local and mobile number portability determined under the Telecommunications Act 2001.

Transition Plan has the meaning given in clause 4 of this Schedule.

Transition Fees means the Charges (set out in the Transition Plan or other documentation that we have provided to you) for any Services provided in accordance with the Transition Plan.

Your 2degrees means the online self-service portal you must set up at www.2degreesmobile.co.nz that enables you to manage certain aspects of your Account.

29. Interpretation and order of priority

29.1 In these Mobile Service Terms, unless the context requires otherwise, capitalised terms have the meaning given to them in these Mobile Service Terms, or in the Service Order, or as otherwise defined in the Agreement.

29.2 If there is any inconsistency or conflict under this Mobile Service Terms (Schedule 1), a Service Order and Section B of the General Terms, the order of priority will be as set out in clause 2.3 of the Master Services Agreement.