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This Agreement

What is this Agreement for?

This Agreement is for your use of the Gateway. By using the Gateway you agree to follow and be bound by this Agreement.

What this Agreement does not cover

It does not cover your SIM card, minutes, texts, data or other services that we provide to you which are governed by separate agreements (“Airtime Agreements”).

If there is any difference between what is said in this Agreement and what is said in the Airtime Agreements, then what is said in the Airtime Agreements will apply.

1. Definitions we use in this Agreement

“we”, “our” or “us” means Vodafone Limited.

“you” or “your” means the individual who has registered their details with us as the owner of the Gateway.

“Agreement” means these terms and conditions, as may be updated from time to time.

“Gateway” means the Gateway Device and the Gateway Service.

“Gateway Device” means the Vodafone Access Gateway femtocell device and related accessories that we may supply with the device.

“Gateway Service” means the enhanced (when the Mobile Device is within range) 3G Vodafone Network Services provided through the Gateway Device.

“Broadband” means the DSL broadband internet services which you may subscribe to from time to time.

“Mobile Device” means the mobile phone or other equipment and the SIM card used to access the Vodafone Network.

“Vodafone Network” means the electronic communications systems used by us to offer you the Vodafone Network Services.

“Vodafone Network Services” means the communications services you receive via the Vodafone Network, including voice, text and data services.

“Users” means the individuals who have a connection to the Vodafone Network and who you have registered as authorised users of your Gateway.

2. The Gateway Service and Charges

We will provide you with the Gateway Service:

(a) where you pay monthly for the Gateway Service, for the initial minimum period set out in your welcome pack and Price Plan; or

(b) where you purchase the Gateway Service in 1 instalment, for 24 months following receipt of the Gateway Device; or

(c) where we provide the Gateway Service to you for free, for 24 months following receipt of the Gateway Device;

(the “Initial Term”)

After the Initial Term we will not charge you for the Gateway Service (where applicable) which will be provided to you on an “as is” basis. This means that the Gateway Service will only be available for as long as the Gateway Device is in working order. If the Gateway Device fails to work after: (i) the Initial Term; or (ii) any warranty period we may extend to you, you will be required to replace the Gateway Device at your own cost, in order to continue receiving the Gateway Service.

The use and availability of the Gateway Service is subject to the use and availability provisions of the Vodafone Network set out in the Airtime Agreements.

If you are paying for the Gateway Service in installments, we shall bill you monthly in advance. Payment of the Gateway Service shall be in accordance with your Price Plan terms.

3. Your use of the Gateway

The use of the Gateway is separate from your rights and obligations under the Airtime Agreements. Therefore if your Gateway Device stops working, is lost or stolen, you will still need to keep to the Airtime Agreements and continue to pay any charges until the Airtime Agreements have ended.

You are solely responsible for installing the Gateway Device, including providing any power supply, Broadband, equipment, hardware or software that may be required. Please refer to the ‘Quick Setup Guide’ supplied with the Gateway Device concerning installation and safety information. You must read all instructions as well as safety and security information before installing the Gateway Device.

The Gateway is only compatible with the Vodafone Network and cannot be used for other telecommunication networks. You are required to have an active SIM card and compatible 3G Mobile Device.

You will own the Gateway Device upon receipt. Unless specified otherwise, you will bear all risk for loss, theft, damage or otherwise to the Gateway Device. The Gateway, Mobile Device and/or the Vodafone Network Services must not be used for any purpose we believe is abusive, objectionable, illegal, fraudulent, a nuisance or for criminal activities. You must immediately notify us if the Gateway Device is lost or stolen or you are aware that the Gateway is being used for fraudulent or other illegal activities.

You must only use the Gateway in accordance with the guidelines, instructions and other specifications provided to you from time to time. The Gateway must only be used in the United Kingdom.

The copyright, trade marks and other intellectual property rights in any content, software or other materials ("Vodafone Materials") which we provide to you belongs to us or our suppliers. We grant you a limited, non-exclusive, non-sublicensable, revocable, licence to use the Vodafone Materials in order to receive and enjoy the benefit of the Gateway Services though the Gateway Device, but you agree not to copy, modify or publish the Vodafone Materials and you agree not to supply the Vodafone Materials to any other person other than as permitted in this Agreement.

4. Use of the Gateway Service by Users

You agree that you are responsible for your User’s use of the Gateway Service. It is your responsibility to ensure your User complies with the terms of this Agreement at all times. You must therefore bring these terms to the User’s attention prior to their use of the Gateway Service.

5. The Gateway and Your Broadband

The Gateway Service is entirely dependent on your Broadband connection. Any service interruptions or power interruptions to your Broadband will prevent or alter the proper functioning of the Gateway Service and availability of the Vodafone Network Services.

Unless we have agreed to provide you with Broadband under a separate agreement, we are not responsible for the provision or availability of your Broadband. We will not provide any kind of support, whether technical or otherwise in respect of your Broadband. If you have any concerns as to your Broadband compatibility or connectivity you should consult your Broadband provider or documentation.

If you use the Vodafone Network Services through the Gateway to consume large quantities of data you may affect the speeds of your Broadband connection and visa versa.

Certain Broadband providers may through modems or other systems prevent the proper functioning of the Gateway. We make no representation that the Gateway is compatible with all Broadband services and you are solely responsible for ensuring that your Broadband is compatible.

6. Making Calls to the Emergency Services

You may not be able to make an emergency call if the Gateway Device does not have adequate power supply, Broadband connectivity, or there is some other kind of service disruption. Please do not solely rely on the Gateway to make emergency calls.

The emergency services may use the details you register for the Gateway in order to identify your location. It is therefore important that you keep your contact details up to date and immediately notify us of any change. If you sell or otherwise transfer the Gateway to another person, as permitted in this Agreement, you need to let us know as soon as possible.

7. Your Privacy and Security

We and our group companies may use your personal information for complying with our legal requirements and for the following purposes:

(a) account management, customer care activities and personnel training;

monitoring the quality and security of the Services and testing and maintenance of our IT systems;

(c) protecting us, and our brand, from activities that might cause loss or damage;

(d) analysing and improving products and services; and

(e) to contact you with marketing messages where you have not objected. Such messages may include third party marketing, but Vodafone will not pass control of your information to third parties.

Monitoring or recording of calls, emails or text messages made to, or by us, may take place for our business purposes such as customer service, quality control and training, to prevent unauthorised use of our telecommunications system and to ensure effective systems operation and in order to prevent or detect crime.

We do not include your details in any directory or directory enquiry service. If you wish to have your information included in such services, you should contact us.

We will process the location you provided us with for regulatory purposes and you shall update us if the location of the Gateway changes.

We will access the Gateway from time to time remotely in order to provide you with Gateway updates.

8. Changing the Terms of this Agreement

We can make changes to or withdraw the Gateway Service at any time and we can make changes to and/or introduce new terms to this Agreement at any time. We will give you at least 30 days notice of these changes if we do and you may have a right to end this Agreement under clause 9 of this Agreement.

9. Ending this Agreement

How you can end this Agreement

Where you pay monthly for the Gateway Service as part of your Price Plan during the Initial Term, you may end this Agreement:

(a) by giving us 30 days prior written notice in writing; or

(b) when we don’t do something fundamental that we should have done under this Agreement within 7 days of you asking us in writing; or

(c) we change this Agreement to your significant disadvantage including the change or withdrawal of the Gateway Services (we will tell you if this is the case) and you write to us within one month of us telling you about the change.

If you end this Agreement you must include your mobile number and the signature of the account holder. You must pay any charges for the Gateway Service during the notice period, in accordance with your Price Plan (where applicable).

If you are currently paying for the Gateway Service as part of your Price Plan and you terminate this Agreement before the end of the Initial Term you must pay us the remaining charges for the Gateway Service for the rest of the Initial Term in one lump sum.

If you wish to terminate this Agreement after the Initial Term or where you have paid for the Gateway Service in 1 installment or receive the Gateway Service for free, you can terminate this Agreement by deregistering you account online or by notice to us in accordance with clause 12 below.

How we can end this Agreement

We may end this Agreement at any time by writing to you if:

(a) you do anything (or allow anything to be done) which we think may damage or affect the operation of the Vodafone Network; or

(b) within 7 days of us asking you in writing you do not do something fundamental that you have to do under this Agreement (e.g. pay the charges when they are due under this Agreement (if applicable)); or

(c) we are permanently unable to provide the Gateway Service to you; or

(d) if the Airtime Agreements are terminated or come to an end.

When this Agreement comes to an end:

(a) we will disconnect you from the Gateway Service; and

(b) you will have to pay immediately all charges outstanding at disconnection (where applicable).

10. Warranties

We will take all reasonable steps to pass on the benefit of any manufacturer's warranty applying to the Gateway Device and any equipment we supply to you.

To the maximum extent permissible by law, we exclude all representations, warranties, conditions and other terms not expressly stated in this Agreement, including any implied warranties or conditions as to:

• non-infringement;
• non-harm to any equipment, including your Broadband connection; and
• the Vodafone Network Service or Gateway Service being error free, uninterrupted or available at all times, through the Gateway Device.

11. Our Liability to You

We will be liable to you if our negligence causes death or personal injury or we act fraudulently. In this case our liability will not be limited and the following paragraphs in this clause 11 will not apply.

We will not be liable to you for any loss of income, loss of use of the Vodafone Network Services, lost business or missed opportunities, costs or expenses or for any loss or damage that is not directly caused by us and/or was not reasonable foreseeable at the time this Agreement was entered into.

We will not be liable for any third party claims, any claims arising from your Users or any claims which may arise out of your relationship with your Broadband provider.

Our total liability to you under this Agreement will not exceed £1000 per claim or a series of related claims.

If you are a consumer nothing in this Agreement shall affect any rights which you may have under any law and which cannot be excluded by this Agreement.

12. General

We may transfer this Agreement to someone else at any time, without your consent.

If you have obtained the Gateway Service through your Price Plan you may not transfer this Agreement to someone else until the end of the Initial Term. Once your Price Plan Initial Term has expired and in all other cases of obtaining the Gateway Service, you may transfer this Agreement to someone else. Your attention is drawn to clause 6 of this Agreement and the importance of keeping the registered user of the Gateway up to date.

Failure by either of us to enforce our rights under this Agreement shall not prevent you or us (as the case may be) from doing so later.

This Agreement is under English law, unless (i) you live in Scotland, in which case, it will be governed by Scots law, or (ii) you live in Northern Ireland, in which case it will be governed by the laws of Northern Ireland.

In the event that a court or government agency finds that any part of this Agreement is unenforceable, then that part of this Agreement will be struck out and the remaining terms of the Agreement will continue unaffected.

We will send you notice by post, voicemail, text or other form of electronic message. Such notices will be deemed to be with you 48 hours after being sent. All notices served by post will be sent to the address given by you. You must tell us of any changes to your address. You must send us notices by post or email to our address on the bill. Such notices will be deemed to be with us 48 hours after being sent.

A person who is not a party to this Agreement has no right to benefit under or to enforce any terms of this Agreement.

Registered Address: Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom. Registered in England No. 1471587.

Updated: 01 July 2009