Corporate Mobile Terms and Conditions
1.1. These Digicel Mobile Telephone Services Terms and Conditions (the “Terms”) apply to the Customer and govern the provision and use of Digicel Post Paid Mobile Telephone Services, over our mobile telecommunications network ("Service(s)" or "Digicel Mobile Service" and “Network” respectively) and shall constitute legal and binding obligations on the parties once we have accepted your application for the provision of Service through an authorized handset (“Digicel handset”, “Digicel phone”, “Digicel postpaid phone”, “phone”, “handset”, “product(s)”) purchased from us containing a Subscriber Identity Module Card (“SIM Card”) belonging to Digicel or the provision of Service to your independently owned phone.
1.2. These Terms incorporate the relevant Service Order Form, the Digicel Privacy Policies, Digicel Acceptable Use Policy, Digicel Terms of Use, all of which can be accessed via Digicel’s website www.digicelbusiness.com and which may be amended from time to time.
1.3. By activating, using, or paying for any of these products or Services, the Customer accepts and agrees to be bound by these Terms. If the Customer does not agree, the Customer must contact Digicel immediately to cancel the order and/or Service, and return any products given to Customer by Digicel.
1.4. The products and Services covered by these Terms are generally for use by Digicel Business Corporate Customers. If, however, the Customers intends to use the products and Services for any other purpose, such use may not be covered under these Terms, and it would be the Customer’s responsibility to ensure such use is expressly approved or permitted by Digicel.
1.5. The Customer may not transfer or assign any obligations or responsibilities arising from these Terms to third parties in any way whatsoever, and may not make any third party a partner to responsibilities written in these Terms.
2. INTERPRETATION
In these Terms and Conditions, these words shall have the following meaning ascribed to them:
2.1. Account or Digicel Account means the profile created by Digicel on the Customer’s behalf with information provided by the Customer in order to facilitate the purchasing or provision of the Service.
2.2. Account Manager means the individual(s) assigned by Digicel to be responsible for the management of the Customer’s Digicel Account.
2.3. Agreement means these Terms and Conditions, the Service Order Form and any other document agreed by the Parties expressly stated to form part of this Agreement and sets out the terms under which Digicel will provide the Service to the Customer.
2.4. Authorised Signatory means the person designated in the Service Order Form and appointed by the Customer to be Digicel’s point of contact for all matters relating to the Service and authorized to issue instructions to Digicel in relation to this Agreement as stated in the Service Order Form.
2.5. Customer means the company, corporation, business or other legal entity so named and described in the Service Order Form, including its Subscribers, in the Applicable Digicel market and/or the company, corporation, business or other legal entity which has received and completed a Service Order Form for the provision of the Services. References to “you” or “your” shall include the Customer.
2.6. Digicel means the Digicel entity listed in the Service Order Form, a company registered under the laws of the country identified in the Service Order Form attached hereto and specified as the Country of Service in the Service Order Form. References to “we”, “our”, “us” and “Digicel” in these Terms also include our subsidiaries and affiliates (“Affiliates”) from time to time.
2.7. Material Breach means a violation or failure by one Party to perform a fundamental aspect of the Agreement that results in the service being severely, unduly or extensively interrupted or unavailable. For the purposes of this Agreement, interruptions in service not surpassing thirty (30) days shall not be considered a Material Breach.
2.8. Monthly Service Fee means the monthly rates for the Services as set out in the Service Order Form and as agreed to in writing by the Parties.
2.9. Minimum Service Period means the period as set out in the Service Order Form during which Digicel agrees to provide and the Customer agrees to retain and pay for the use of the Service. If not stated in the Service Order form, the Minimum Service Period shall be twelve (12) months.
2.10. Network means the telecommunications system owned and/or operated by Digicel.
2.11. Parties mean both Digicel and the Customer.
2.12. Party means either Digicel or the Customer.
2.13. Service means the telecommunications service offered by Digicel to the Customer and particularized in the Service Order Form.
2.14. Service Order Form means the form, or any document (along with any relevant schedules) used by the Customer to sign up for the Service to which these terms are incorporated by reference.
2.15. Service Period means thirty (30) days.
2.16. Subscriber/s means the person(s) to whom the Customer has assigned a mobile device under this Agreement
2.17. Terms and Conditions means these terms and conditions as set out herein and any manufacture’s terms and conditions to which the provision of the Service is subject.
3. DURATION
3.1. This Agreement is effective from the date of signing by the Customer of the Service Order Form.
3.2. This Agreement shall continue for the period outlined in the Customer’s Service Order Form or the Minimum Service Period if no other period is agreed. This Agreement shall continue as such unless terminated in accordance with Clause 25 or 26. At the end of the Minimum Service Period or its renewal period this Agreement shall automatically renew for successive twelve (12) month periods unless the Customer gives notice of Termination to Digicel three (3) months prior to the end of the Minimum Service Period or the current term.
4. AGREEMENT
4.1. This Agreement shall govern the relationship between Digicel and the Customer and shall constitute legal and binding obligations on the Parties upon the signing of the Service Order Form by the Authorised Signatory. By using the Service, the Customer agrees to be bound by these Terms and Conditions.
4.2. Subject to the provisions set out herein, Digicel reserves the right to amend or unilaterally change the Service and/or these Terms, subject to giving the Customer fourteen (14) days’ written notice of such amendments. The notice shall be sent to the attention of the Authorised Signatory. If the Customer continues to use the Service after receipt of the notice of amendment, then it shall be deemed unconditionally accepted by the Customer.
4.3. This Agreement supersedes all prior representations, arrangements, understanding and agreements between the Parties (whether written or oral) relating to the subject matter hereof and sets forth the entire and complete understanding between the Parties relating to the subject matter hereof. The Customer warrants that it has not relied on any representation, arrangements, understanding and agreements between the Parties (whether written or oral) not expressly set out or referred to in this Agreement.
5. ANTI- CORRUPTION
5.1. The Parties agree to comply with all applicable laws in whichever applicable Digicel Market relating to anti-bribery and anti-corruption and agree to not offer, give nor receive any bribes, kickbacks unlawful or improper payment, gift, or any item of value with a view to receiving an act of quid pro quo or an unfair advantage.
5.2. The Parties hereby represent and warrant that neither they nor their employees, agents, or assigns have offered, provided, or received any bribe, kickback, unlawful or improper payment, gift, or any item of value from the other Party or its employees, agents, or assigns in connection with the performance of Services under these Terms and Conditions, nor have they themselves extended any such gratuity to the other Party.
6. ACTIVATION
6.1. Digicel reserves the right to conduct a risk assessment on the Customer, and the provision, connection and/or activation of the Service may be contingent upon the Digicel receiving satisfactory results from this assessment as well as a satisfactory credit rating of the Customer. Which may include an analysis of the credit rating of the customer.
6.2. Digicel also reserves the right to and may request a security deposit from the Customer. The sum of the security deposit is determined at the sole discretion of Digicel. The security deposit is refundable without interest after this Agreement is terminated and all outstanding monies due to Digicel are collected. The security deposit may be used at Digicel’s sole discretion, to settle any outstanding debts owed to Digicel by the Customer at any time.
7. ACCOUNT AND INFORMATION DISCLOSURE
7.1. The Digicel Mobile Service plans provide the Customer and its Subscriber/s with access to the Digicel Network to benefit from Digicel Mobile Services.
7.2. The Customer may need to set up one or more accounts (“DIGICEL Account” or “Account”) in order to purchase or use some products and services. The Customer is responsible for ensuring that any information provided to Digicel in connection with the Customer’s DIGICEL Account, including contact information and billing information, is accurate and remains current.
7.3. All SIM Cards provided for Service to the Digicel Network shall remain the property of Digicel, and must be returned to Digicel, or anyone acting on Digicel’s behalf, on request. The Customer shall not tamper or interfere with Digicel SIM Cards for any reason. Any SIM Card found to be defective (through no fault of Digicel), will require payment for its replacement, exchange or repair, provided however, that any SIM Card found defective due to manufacturing defect may be replaced free of charge once returned within the warranty period specified.
7.4. The Customer is solely responsible for any and all activities conducted with or through their Digicel Account. The Customer acknowledges and agrees that they are fully responsible for maintaining the security of their Digicel Account and must ensure that all access credentials, including passwords, personal identification numbers, tax registration numbers, or any other personal information used to access their Digicel Account, remain secure at all times. Digicel shall not be liable for any unauthorized access or activity on the Customer’s Digicel account. If the Customer learns of any unauthorized use of their Digicel Account or any DIGICEL Service, They must contact their Digicel Account Manager immediately.
7.5. The Customer understands and agrees that on occasion (unless prohibited by law and/or regulation) it may be necessary that it be contacted by Digicel regarding its DIGICEL Account, Services, and additional products and services offered by Digicel, our affiliates, assignees, successors, or third parties. Accordingly, the Customer agrees that Digicel and its current and future affiliates, assignees, successors, agents, and third party collection agencies may contact it using any of the methods provided by the Customer to any current or future Digicel affiliate, agent, assignee, successor, or third party collection agency, including by phone, mail, email, text message (SMS/MMS), RCS chat (Rich Communication Services), push notifications, or other medium, as well as by including messages or inserts within bills for Digicel Services.
7.6. The Customer agrees that notices provided by Digicel using any of the methods listed above, are sufficient for the purposes of delivery of notification and subsequent receipt by the Customer. The Customer consents to receiving calls or messages from Digicel and its affiliates, agents, assignees, successors, or third-party collection agencies. These communications can be sent to any phone numbers the Customer provides, whether they are landline or mobile numbers. Such calls or messages may be sent using an automatic telephone dialing system or artificial or prerecorded voices.
7.7. The Customer agrees to contact Digicel promptly if any contact number provided to Digicel by the Customer has changed. The Customer also agrees that Digicel may send the Customer email or other electronic messages by any means, including an automated system that sends preset messages.
7.8. The Customer understands and accepts that Digicel reserves the right to use bill messages and inserts to share information with its customers. If the Customer receives their bill virtually or via email (online billing), any notice sent by Digicel is deemed received by the Customer when their online bill is made available for viewing. If the Customer receives a physical or paper bill, the notice shall be deemed received by the Customer (3) days after Digicel mails the bill to the Customer.
7.9. Communications from Digicel or its current or future affiliates, agents, assignees or successors or third-party collection agencies may include emergency alerts, communications regarding payments or past-due balances, and information concerning promotions regarding any products or Service or by our third-party partners regarding their products or services.
7.10. Digicel may be required to disclose information about its Customer and its Customer’s accounts pursuant to legal process or subpoena or as otherwise required by law. By using the Service, the Customer consents to and authorises any such disclosure. Digicel shall not become liable by reason of the giving of such information or of it being inaccurate or incomplete. In addition, the Customer agrees that Digicel may contact any person or reference provided by the Customer to verify accuracy of account or Subscriber details.
7.11. Notwithstanding the above, Digicel reserves the right to refuse any request for account information where it is unable to verify that the person requesting the account information is in fact the account holder, the Authorized Signatory under this Agreement, the Subscriber or any public body or authority requesting the information pursuant to a legal process or subpoena.
8. DATA PROTECTION
8.1. Digicel shall comply with all the obligations imposed on a data controller under the Data Protection Legislation in the applicable Digicel Market.
8.2. By utilizing the Service, the Customer consents to the processing of any personal data provided to Digicel for the purposes of delivering the Service, in accordance with Digicel's Privacy Policy, available at: https://www.digicelgroup.com/en/privacy-and-trust-centre.
9. PROVISION OF SERVICE
9.1. The Customer understands and agrees that Digicel’s Services are provided by radio transmission and are therefore available only within the range of the Network’s base stations. Both the quality and availability of the Services are affected and may be interrupted by radio interference due to physical obstruction, atmospheric conditions, vandalism, sabotage and by technical faults or other defects in the Network or environment which are not within the control of Digicel. As such Digicel shall not be liable for loss or damage to the Customer resulting from interruption or loss of access to the Service. Nonetheless, Digicel will use its best efforts to maintain its Service but cannot guarantee that the Service will be available outside its normal operating parameters.
10. DIGICEL TELEPHONE NUMBERS
10.1. The telephone numbers assigned to the Customer by Digicel pursuant to these terms and Conditions or under any corporate mobile plan belongs to Digicel. Any attempt by the Customer to transfer, reassign, or otherwise alter the assigned telephone number will result in a breach of these terms and the termination of this Agreement.
10.2. Digicel reserves the right:
(i) upon written notification, at any time to alter or replace a telephone number allocated to the Customer or any other name, code or number whatsoever associated with the Service; and
(ii) without prior notification, to re-assign a telephone number that has been assigned to the Customer to another Customer, if such telephone number has been suspended by Digicel or the Customer and remains suspended for more than three (3) months.
11. CALLER ID
11.1. The Network shall allow the display of the Customer or its Subscriber’s telephone number on the receiving handset.
12. INVOICING
12.1. Digicel will on the 1st of each month, or such other date as may be indicated on the Service Order Form, issue monthly invoices to the Customer reflecting the relevant Monthly Service Fees together with other additional charges incurred by the Customer during the preceding month (“Invoice”). The payment of an Invoice shall become payable from the 1st of each month and shall become due on the 26th of each month (“the Due Date”).
12.2. Each Invoice will be deemed as conclusive evidence of the accuracy, completeness and truth of all matters stated in it unless the Customer disputes the Invoice. Any disputes regarding Invoices must be communicated to Digicel in writing within three (3) months from the date of the Invoice, failing which the Invoice will be deemed to be accurate, and the Customer will have to pay the amount as invoiced. Digicel will within the three months review the dispute and make any amendments on the Invoice if necessary. However, if the Invoice is found to be accurate and complete, then the Customer shall pay the disputed amount immediately.
12.3. Digicel reserves the right to reject and/or disallow cheque payments made otherwise than by certified or company cheque. If payment is made by cheque or any other instrument, a return fee may be charged by Digicel, should this method of payment be dishonoured or otherwise returned to Digicel. Digicel reserves the right to reject and/or disallow cheque payments from the Customer.
12.4. Digicel reserves the right and will charge interest on overdue amounts at a rate of 5% per annum over the prime lending rate as instructed by the central bank of the applicable Digicel market. Digicel shall not be liable for any loss, damages or interruption of the service suffered by the Customer as a result of the use of, or failure in any third-party payments bill payment services or applications. Digicel is in no way obligated to provide the Service to the Customer if they have defaulted in payment of any sums due and owing to Digicel. In that event, Digicel reserves the right to charge a reconnection fee, revise the Customer’s payments terms and/or restrict service/feature types, prior to restoration of the service.
13. MONTHLY SERVICE FEE
13.1. Digicel shall charge the Customer the Monthly Service Fee together with any additional usage by the Customer. The Monthly Service Fee shall be reviewed within thirty (30) days of any rate change and application of the new rate will commence beginning with the subsequent billing period. Digicel reserves the right to adjust the charges and shall provide the Customer with written notice of such price adjustments at least 30 days prior to the date any such price adjustment is to become effective.
13.2. Prices do not include government levies, fees or taxes, unless stated in the Service Order Form or as may be required by applicable law. Digicel shall bill for, and the Customer shall be responsible for paying all government levies, fees and taxes in accordance with applicable law.
14. ROAMING
14.1. Digicel’s roaming rates, as amended from time to time, will apply when the Customer is roaming and the Customer is responsible for paying roaming charges. For avoidance of all doubt, the monthly rates of the voice or data plans only include usage within the relevant Digicel market.
15. CREDIT LIMITS
15.1. The Customer’s account will have an overall credit limit assigned by Digicel. Subscribers, when approved by the Authorized Signatory, may also elect to have individual credit limits assigned for each SIM Card provided to the Customer pursuant to this Agreement. The Customer agrees that its overall monthly charges shall not exceed the overall monthly credit limit, and when applicable, that Subscribers shall not exceed their credit limit. Digicel reserves the right to suspend the account of a Subscriber if their usage exceeds the overall credit limit. The Customer shall remain liable for any charges exceeding the overall credit limit including delayed roaming charges.
15.2. If the overall credit limit and the total Monthly Service Fees are the same value, Subscribers will not be able to roam outside of the country of service.
15.3. Subscribers will automatically be notified when they have reached 75% and 95% of their assigned credit limit. Credit limits may not necessarily reflect all roaming charges, as these charges may be delayed and notification of these charges only take effect and will be invoiced and payable when the charges have been received from Digicel’s roaming partners.
16. DATA PLANS
16.1. Customers may change an existing Data Plan by subscribing to a Data Plan that is of a different bundle size and monthly rate from their existing Data Plan. The Customer’s Authorized Signatory must request such changes in accordance with Clause 31. Once approved by Digicel such plan changes shall take effect on the expiration of the Service Period of the existing Data Plan.
16.2. Any data not used within the Service Period shall not roll over or accumulate for usage after expiry of the relevant Service Period.
16.3. Customers, including their Subscribers, using the Data Plan via handsets and/or devices who exceed the allotted bundle size of the 4G Plan to which they are subscribed, will have the data speed on that particular 4G Plan reduced during the Service Period.
16.4. Where the Services subscribed to by the Customer includes a rate plan structure which features a predetermined or set allotment of Services, and provides for any unused allotment from one billing cycle to carry over to any other billing cycle, then such unused allotment of Services (whether voice, messaging, internet or data allotments) shall have no monetary or property value of any kind, cannot be purchased or sold by the Customer nor it’s Subscribers, cannot be redeemed for cash, credit or any discount or benefit, and cannot be used to pay any outstanding Digicel invoices or any other debt accrued by the Customer.
17. FAIR USAGE OF DATA PLANS
17.1. Digicel reserves the right to terminate any Data Plan or Service forthwith if in its sole opinion the Data Plan or Service is being misused. Such misuse may include but not be limited to the following:-
(a) peer to peer file sharing except reasonable Near Field Communication (NFC) among consenting Subscribers;
(b) restricting or inhibiting any other Customer from using the Service;
(c) any use that infringes upon others’ intellectual property or privacy rights;
(d) posting, publishing, reproducing, distributing or transmitting any unlawful, threatening, abusive, libellous, defamatory, vulgar, obscene, indecent, pornographic, profane, hateful, bigoted or otherwise objectionable information of any kind, including without limitation any transmissions, constituting, or encouraging conduct that would constitute, a criminal offence or give rise to an injunction or civil liability;
(e) posting or transmitting any information or software that contains a trojan, worm, virus or other harmful component;
(f) avoiding, bypassing, removing, deactivating or circumventing by any means, any process or system such as copy protection systems that are intended to protect the rights of a copyright owner;
(g) sending large quantities of unwanted or unsolicited e-mail to individual e-mail accounts (also known as "spamming" or "mailbombing');
(h) making any unauthorized attempt to gain access to any account or computer resource not belonging to that Customer (also known as 'spoofing', ‘phishing’);
(i) subscribing or attempting to subscribe to a Data Plan with intent to avoid payment;
(j) making any unauthorized access, alteration, destruction, or any attempt, of any information of any Digicel Customers or end-Customers by any means or device;
(k) running programs, routers or servers that provide network services to others through the BB Plan ("web hosting"), which includes, but is not limited to, operating a web/mail/ftp server to serve external connections;
(l) reselling or providing access to the Service or to any other Digicel service to any third party, without the prior express written consent of Digicel. Breach of this provision may result in immediate suspension of the Data Plan until the problem is corrected and/or civil action for damages; or
(m) any use deemed by Digicel at its sole discretion to be an abuse of the Service, to interfere with Digicel’s ability to fairly allocate capacity among other Customers or that otherwise degrades service quality on the network.
17.2. Digicel further reserves the right to take measures to protect its network and its Customers from harm, compromised capacity or degradation in performance. These measures may impact the Service, and Digicel reserves the right to deny, modify or terminate the Service, with or without notice, to any Customer Digicel believes to be using the Data Plans or features thereof in a manner that adversely impacts the Digicel network.
17.3. The Customer understands and agrees that Digicel may monitor the Customer’s compliance with these Terms and Conditions but will not monitor the content of communications except as otherwise expressly permitted or required by law.
17.4. The Customer shall not under any circumstances carry out, participate in, facilitate in any way, endorse or encourage any of the activities listed in clause 18.1.
18. HANDSET WARRANTY & REPAIR PROCESS
18.1. The handsets supplied by Digicel are covered under a manufacturer’s warranty for a period of twelve (12) months (“the Warranty”). The warranty period for batteries provided by Digicel is a period of six (6) months. All defective handsets pursuant to this Agreement returned to Digicel will be sent to its authorized repair centre for assessment. Handsets that are determined to have a manufacturer’s defect within the warranty period will be repaired or replaced within fourteen (14) working days of delivery to Digicel. If repair is not completed within the specified timeframe, Digicel shall replace the relevant handset with the same model or a model of equal specifications and value.
18.2. Any Goods provided by Digicel not covered by a manufacturer’s warranty shall have a defects liability period of six (6) months. Customers shall inspect all Goods and Services provided by Digicel upon receipt and shall issue to Digicel a notice indicating acceptance of the said Goods prior to the end of the defects liability period.
18.3. Digicel shall not be liable, and the Customer shall indemnify Digicel against any loss, damage or claims arising out of any defect in the Goods which occur or is identified after the issuance of the notice of acceptance, or outside of the defects liability period.
18.4. Any warranty provided by Digicel or a Manufacturer shall become void if any of the following occurs while the Goods are in the possession of the Customer:
(a) Defects or damage resulting from any misuse or any use that goes against the information included in the handset’s manual;
(b) Defects or damage from accidents or negligence;
(c) Defects or damage resulting from improper testing, operation, maintenance, installation and adjustment by any unauthorized persons or repair centre;
(d) Alterations or modifications (caused from repairs or otherwise) performed by any unauthorized persons or repair centre;
(e) Breakage or damage to antennas, screens and displays;
(f) Handsets with the serial number removed or made illegible;
(g) Batteries not charged by the specified manufacturer’s charger or are broken or show evidence of tampering;
(h) Defects or damage caused by food, liquid or moisture;
(i) All plastic surfaces and all exterior parts scratched or damaged due to abuse;
(j) A handset that shows signs of attempts to open, alter or repair; or
(k) Damage caused by using accessories not made by the manufacturer of the Handset or designed to be used with the Handset.
19. REPRESENTATIONS &WARRANTIES
19.1. Each Party represents and warrants to the other Party hereto that the procurement and provision of the Services and observance of these Terms and Conditions have been duly authorized, and no additional corporate or governmental authorization or action on its part is required in connection with same.
19.2. Other than as expressly set out in these Terms or the applicable Service Terms, Digicel Services are provided on an “as is” and “as available” basis.
19.3. To the maximum extent permitted by law, Digicel and its parents, subsidiaries, and affiliates, and their past, present, and future officers, employees, agents, partners, licensors, successors, and assigns, expressly disclaim all warranties of any kind, whether oral, express, implied, or statutory, including but not limited to the implied warranties of title, merchantability, fitness for a particular purpose, non-infringement, and any warranties implied by a course of performance, course of dealing, or usage of trade.
19.4. No person or entity is authorized to make warranties, commitments, or representations on behalf of Digicel. Digicel is not responsible for any actions, omissions, promises, agreements, or warranties made by any third party that has not been expressly authorized by Digicel to do so.
19.5. To the extent reasonably possible and permitted by law, Digicel makes no guarantee that the Services will meet the Customer’s expectations or adhere to any specific quality or speed. Furthermore, Digicel disclaims any warranty that the Services will be uninterrupted, accurate, secure, properly maintained, or free from viruses or other harmful components. Digicel shall not be liable for any indirect, incidental, consequential, or special damages arising from the use or inability to use the Services, except where prohibited by applicable law.
19.6. The Customer understands and agrees that the maintenance of its Digicel Account remains its responsibility. Digicel cannot and does not guarantee that unauthorized individuals will not obtain access to The Customer’s information or DIGICEL Account. Additionally, Digicel makes no warranties that Digicel Services are suitable for use in situations requiring completely accurate data transmission or absolute security including but not limited to circumstances where any inaccuracy, delay, or failure could result in personal injury, property damage, or financial loss.
19.7. Digicel makes no guarantees that the Services will be compatible or interoperable with the Customer’s hardware, software, or any third-party systems. Digicel shall not be liable for any damage, data loss, or other issues arising from such incompatibility. The Customer acknowledges that they use the Services at their own discretion and responsibility.
19.8. Customers must refer to the handset manual for guidelines on proper use and storage of handsets. Full details on the repair process may be obtained by contacting the Customer’s designated Account Manager, any Digicel Dealer Store or Customer Care.
20. USE OF SERVICE
20.1. The Customer warrants and/or agrees:
(i) to only use the Service in accordance with these Terms and the appropriate documentation and manuals provided by Digicel for use in conjunction with such products;
(ii) that any information that is provided to Digicel pursuant to this Agreement, in particular the information set out in the Service Order Form is true, accurate, current and complete;
(iii) that it shall be responsible for all activities with respect to the Service undertaken by the Customer or by anyone who has access to the Service through the Customer;
(iv) that it has the right, legal capacity and the authority to enter into this Agreement;
(v) that anyone obtaining access to the Service through the Customer will not transmit harassing, abusive, libelous, illegal or deceptive messages or information or otherwise use the Services in violation of Digicel’s Corporate Mobile Agreement;
(vi) that anyone obtaining access to the Services through the Customer will not use the Service to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts. The Customer shall be solely responsible for ensuring that any material or information that transmitted using the Service, including but not limited to photos, text, sound and images does not infringe any third party's rights and is not sent, entered or retrieved without the consent of the owner of such rights;
(vii) not to sell or transfer, or attempt to sell or transfer, the Service or any part thereof, nor allow the Services to be duplicated onto more mobile devices or computers or to be used by more persons than are covered by this Agreement; and
(viii) to cooperate with Digicel and provide information requested by Digicel to assist in investigating or determining whether there has been a breach of this or any other provision of this Agreement.
21. CUSTOMER RESPONSIBILITIES FOR SERVICE MANAGEMENT
21.1. The Customer agrees:
(i) not to make, alter, or attempt to perform updates, make repairs, alterations, perform maintenance or cause repairs to be made, or have maintenance performed by third parties on any Handsets or Goods covered during the period of this Agreement, except as specified herein or as may be approved in advance and in writing by Digicel;
(ii) to coordinate with Digicel on any major configuration or hardware request;
(iii) to provide Digicel with a description of the problem, its priority and potential impact on the Customer’s operations in its fault reports; and
(iv) to assist Digicel to test problem resolution activities as and when reasonably requested.
22. LIABILITY
22.1. The Customer acknowledges and agrees that Digicel is not an insurer of its products and Digicel Services, nor can Digicel ensure the accuracy of the Customer’s information or the privacy or security of the Customer’s DIGICEL Accounts. Further, the Customer understands and agrees that Digicel has no control over the acts and conduct of third parties and the Customer undertakes to the responsibility to safeguard its personal information and its DIGICEL Accounts from unauthorized access.
22.2. The Customer understands and agrees that Digicel is not responsible for losses incurred by the Customer as a result of it or a third party’s use of the Customer’s Digicel wireless number or other Digicel Service as a source of authentication or verification in connection with any social media, email, financial, cryptocurrency or other account.
22.3. The Customer also acknowledges and agrees that Digicel has the right, to the greatest extent provided by applicable law, to limit the scope and extent of its potential liability to the Customer. Accordingly Digicel and its parents, subsidiaries, and affiliates, and their past, present, and future officers, employees, agents, partners, licensors, successors, and assigns are not liable to the Customer, or any authorized or unauthorized user or beneficiary of Digicel products and Services, for any indirect, incidental, special, consequential, treble, punitive, or exemplary damages for any reason. Disallowed damages include, but are not limited to, damages for personal injury; property damage; or loss of revenue, profits, business, goodwill, use, data, or other tangible or intangible losses (even if we’ve been told of the possibility of those damages) resulting from, for example:
(a) use of Digicel products and Services (which includes equipment, software, and inside or outside wiring);
(b) the performance or non-performance of Digicel Services;
(c) the actions or inaction of Digicel or its agents with respect to the provision or delivery of any Digicel Services or that relate to the Customer’s DIGICEL Account or Digicel’s relationship with the Customer;
(d) any action of a third party, such as unauthorized access to the Customer’s DIGICEL Accounts or Digicel Services (including the use of the Customer’s DIGICEL Accounts or Digicel Services to access a third-party account); or
(e) any alleged actions or representations, statements, promises, or agreements by Digicel or its agents that are not expressly set forth in this Agreement regarding the use, performance, suitability, safety, reliability, security, or any other aspect or attribute of Digicel Services.
22.4. In addition, to the greatest extent permitted by law, Digicel and its parents, subsidiaries, and affiliates, and their past, present, and future officers, employees, agents, partners, licensors, successors, and assigns are not liable to the Customer for any damages of any kind resulting in any way from:
(a) the installation, maintenance, removal, or technical support of Digicel Services,
(b) any unauthorized access to the Customer’s DIGICEL Accounts or Digicel Services (including the use of the Customer’s DIGICEL Accounts or Digicel Services to access a third-party account),
(c) any inability to reach 911 or other applicable emergency services, any alleged interference with alarm or medical monitoring signals, or any failure of alarm or medical monitoring signals to reach their intended monitoring stations;
(d) the use, inability to use, or the lack of interoperability between Digicel Services and any third-party hardware, software, or service, even if charges for the third-party hardware, software, or service appear on the Customer’s Digicel bill;
(e) the loss of the Customer’s information, such as missed or deleted voicemails, text messages, emails, pictures, or files; or
(f) any interruption, error, limitation, delay in any Digicel Service, or any other problem caused, in whole or in part, by the Customer or something outside of the control of Digicel, including, but not limited to, environmental conditions, emergency conditions, power or network outages, transmission errors, equipment damage or repairs, limits in system capacity, unavailability of radio frequency channels, governmental actions, labor disputes, riots, terrorism, or the acts of third parties.
22.5. Unless prohibited by law, Digicel’s maximum aggregate liability to the Customer, under any legal theory, shall be limited to a credit or refund not exceeding the total charges paid by the Customer for the applicable Service during the shorter of:
(i) the preceding 24-month period; or
(ii) the period in which the issue giving rise to the claim occurred.
22.6. The Parties agree that unless prohibited by law, any legal action, including but not limited to filing a lawsuit in small claims court or initiating arbitration, must commence within two (2) years from the date of the event or facts giving rise to the dispute. Failure to do so shall result in a waiver of the right to pursue the claim. This contractual limitation period shall be tolled for 30 days following the submission of a valid Notice of Dispute under this Agreement.
22.7. Each of the limitations of liability in these Terms will apply to claims the Customer brings against third parties to the extent that Digicel would be required to indemnify that third party. If applicable law prohibits a limitation in these Terms, all other limitations will apply to the greatest extent permitted by law.
23. INDEMNIFICATION
23.1. To the fullest extent allowed by applicable law, the Customer agrees to release, hold harmless, indemnify, and defend Digicel and its parents, subsidiaries, and affiliates, and their past, present, and future officers, employees, agents, partners, licensors, and successors and assigns from any and all claims of any person or entity for damages, fines, penalties, or expenses of any nature arising out of or relating to, directly or indirectly:
(i) the Customer or its Subscribers’ access to, use of, or inability to access or use any Digicel Service;
(ii) any violation by the Customer or its Subscribers of these Terms;
(iii) the Customer or its Subscribers’ violation of law (including negligence, wilful misconduct, and infringement of anyone’s intellectual property rights); or
(iv) any other claim, demand, action, or complaint by any person or entity claiming by or through the Customer or its Subscribers that in any way arises out of or relates to these Terms or any Digicel Service.
23.2. Digicel shall indemnify the Customer from and against all direct liabilities relating to, arising out of or resulting from the provision of the Services provided by Digicel to the Customer hereunder, but only to the extent that such liability relates to, arises out of or results from Digicel’s gross negligence, willful misconduct or fraud.
24. TERMINATION
24.1. TERMINATION BY DIGICEL
24.1.1. Digicel reserves the right to suspend or terminate this Agreement or the provision of the Service, either in part or in whole, if:
(i) the credit rating of the Customer is not satisfactory;
(ii) the Customer fails to make full payment in respect of undisputed sums owed to Digicel on the Due Date;
(iii) in its sole discretion it believes it necessary for operational reasons or in order to prevent any breach of these Terms and Conditions or any breach of applicable laws or regulations or any applicable code of practice. The Service is made available to the Customer on the basis that it is used for reasonable business usage;
(iv) in its sole discretion the Service is being abused. Such abuse includes but is not limited to:
(a) the Service being left on without voice conversation;
(b) the level of usage causing unreasonable congestion on the Network;
(c) the Customer reselling or attempting to resell the Service or otherwise uses the Service in a manner which Digicel believes may damage or affect the operation of its Network; or
(d) in the opinion of Digicel, the Customer performs any unauthorized update, maintenance, or repair of the equipment that affect Digicel’s ability to render the Service.
(v) The Customer downgrades or otherwise adjusts the service causing the number of users or subscribers to fall below the minimum amount indicated on the Service Order Form or otherwise agreed in writing between the Parties.
24.2. TERMINATION BY THE CUSTOMER
24.2.1. Should the Customer wish to terminate this Agreement before the expiration of any Minimum Service Period, the Customer agrees to:
(i) provide Digicel with a minimum of sixty (60) days prior written notice;
(ii) Immediately pay any applicable handset and/or device subsidies to offset the costs associated with the failure of the Customer to use the handsets and/or devices for the full extent of the Minimum Service Period; and
(iii) Immediately pay the total of all the Monthly Service Fees that would have been payable to Digicel for the remainder of the Minimum Service Period, to offset the loss incurred by the failure to observe the Minimum Service Period.
24.3. TERMINATION BY A SUBSCRIBER
24.3.1. Should a Subscriber terminate their employment with the Customer during the Minimum Service Period, and the Customer allows the said Subscriber to retain the handset and/or device for their personal use on an individual prepaid account, the Customer shall pay:
(i) any applicable handset and/or device subsidies to offset the costs associated with failure of the Customer to use that specific handset and/or device for the full extent of the Minimum Service Period;
(ii) for the remainder of the Minimum Service Period for that Subscriber, to offset the loss incurred by the failure to observe the Minimum Service Period, the total of all the Monthly Service Fees that would have been payable to Digicel; and
(iii) any delayed roaming fees charged to the Subscriber while a member of the Customer’s plan.
25. TERMINATION BY EITHER PARTY
25.1. Either Party may by written notice to the other Party terminate this Agreement:
(i) If a Party commits a Material Breach or has failed to perform any material obligation under this Agreement with respect to the Services and to the extent that performance is not permanently or temporarily impossible due to Force Majeure and the breach has not been remedied within sixty (60) days after the terminating Party has given a notice of default;
(ii) if any Force Majeure Event or matter beyond the other Party's reasonable control prevents the performance of the whole or a substantial part of the other party's obligations in relation to that Service for a continuous period of thirty (30) days after the date on which it should have been performed; or
(iii) with immediate effect by written notice if the other Party passes a resolution or the Court makes an order that the other Party be wound up otherwise than for the purpose of solvent reconstruction or amalgamation.
25.1.2. In the case of either Party committing a material breach of these Terms & Conditions, the non-breaching Party may, at its discretion, exercise any or all remedies available under these Terms and Conditions, including but not limited to termination for cause.
26. FORCE MAJEURE
26.1. For the purposes of this Agreement, a Force Majeure Event means: fire; flood; lightning; explosion; war; strike; embargo; labour dispute; government requirement; civil or military authority; curfews or states of emergency, act of God or nature; epidemics, pandemics; inability to secure materials or transportation facilities; act or omission of carriers or suppliers; acts or failures to act of any governmental or competent authority, or any other causes beyond a Party’s reasonable control, whether or not similar to the foregoing.
26.2. Digicel shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is as a result of Force Majeure. If a Force Majeure event threatens the provision of the Services by Digicel to the Customer, Digicel shall as soon as reasonably possible, notify the Customer and make reasonable efforts to mitigate the impact of the Force Majeure event.
26.3. If the Force Majeure causes a disruption for more than ninety (90) days, either Party may terminate this Agreement upon written notice to the other Party. The termination of this Agreement shall in no way relieve the Customer from its obligations to pay Digicel any sums accrued hereunder prior to such termination.
27. FAULT REPORTING
27.1. All faults or queries with respect to the Service are to be channeled through Digicel’s Client Services Department. Contact information by market for the Client Services Department shall be outlined in the Service Order Form.
27.2. The faults reported will be recorded under the Customer’s name. When reporting the fault or query, the Customer will be required to state the mobile number to which the fault or query is related. The Client Service Agent receiving the report will attempt a first level diagnosis to expedite the clearance of the fault/query. If the fault/query is not rectified at this stage then it will be escalated to the appropriate department or person. The Customer will be updated on the fault/query progress. All reported faults/queries will be assigned a priority and time. Once the fault/query has been cleared the Client Services Agent will contact the Customer to confirm that Service has been satisfactorily restored. All reported faults/queries will be recorded.
28. PLANNED WORKS AND EMERGENCY WORKS
28.1. Digicel shall use its best efforts to provide the Customer with forty -eight (48) hours’ notice of planned maintenance works expected to interrupt the Service. Planned works will be scheduled for non-business hours, but where the scheduled time of the planned works is inconvenient to the Customer then Digicel will endeavour to reschedule such work at a time that is convenient to the Customer.
28.2. In cases of emergency work on the Network (which may interrupt the Service), it may not be possible to provide forty-eight (48) hours’ notice of such works. In such circumstances, Digicel will schedule such emergency engineering work so as to have the least impact on the Customer’s business as possible.
28.3. Any notice given pursuant to clauses 29.1 and 29.2 shall be given through the methods provided by the Customer to Digicel and the Customer’s designated Account Manager. These methods include but are not limited to phone, mail, email, text message (SMS/MMS), RCS chat (Rich Communication Services), push notifications, or other medium, as well as by including messages on or inserts within bills for the Digicel Services.
28.4. Digicel shall employ commercially reasonable efforts to promptly restore services to the Customer in the event of an outage and shall assume all costs related to such restoration, without any escalation or modification of the Monthly Service Fee, provided that the outage is not attributable to any breach of these Terms and Conditions by the Customer.
29. ASSIGNMENT AND THIRD PARTIES
29.1. Digicel may assign these Terms or parts of these Terms to any non-affiliated third party without having to seek the Customer’s consent, and without notice to the Customer. The Customer cannot assign these Terms or any rights or legal claims arising from it without prior written permission from Digicel.
29.2. Upon any assignment of these Terms by Digicel, all references in these Terms to "Digicel" "we," "us," or "our" shall refer solely to the assignee of these Terms, and shall no longer refer to Digicel or its affiliates. From the date of an assignment by Digicel, Digicel will no longer be the Customer’s Service provider and the assignee shall be responsible for providing the Services to the Customer. The Customer acknowledges and agrees that Digicel will have no liability or obligation to it if these Terms are assigned by Digicel, and the Customer’s recourse for any liabilities or obligations shall be solely limited to the assignee of these Terms.
29.3. Except as stated in these Terms, anyone who uses or benefits from the Digicel Services provided to the Customer is not a third-party beneficiary who can enforce these Terms against the Customer, Digicel, or anyone else.
30. NOTICES
30.1. Any notice, request or consent required or permitted to be given or made pursuant to this Agreement shall be in writing. Any such notice, request, or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail or electronic mail to such Party at the address for the Party as set out in the Service Order Form or so notified in writing by a Party.
30.2. Digicel reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions, including the Product Addendum, if applicable, in whole or in part at any time. Notification of such changes will be communicated via the methods provided by the Customer to Digicel and the Customer’s designated Account Manager. These methods include but are not limited to phone, mail, email, text message (SMS/MMS), RCS chat (Rich Communication Services), push notifications, or other medium, as well as by including messages on or inserts within bills for Digicel Services and will be posted to the Digicel Business website. Changes to these Terms and Conditions will be effective after Fourteen (14) days of such changes has been communicated and posted. The Customer understands and agrees that continued use of the Service after such change in Terms becomes effective will constitute its agreement to such changed Terms and Conditions.
31. GOVERNING LAW
31.1. The law of the jurisdiction in which Digicel currently provides the Customer with Digicel Services (or the jurisdiction of The Customer’s current billing address or current address of record) shall govern these Terms.
32. DISPUTE RESOLUTION
32.1. In the event of a dispute between Digicel and Customer touching the construction, interpretation or implementation of these Terms and Conditions or the rights or liabilities of the Parties hereunder or any matter arising out of the same or connected therewith, the Parties shall attempt to amicably settle such dispute and shall follow the procedure set out in this clause:
32.1.1. Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. Such Dispute Notice must be served in accordance with Clause 31.1 herein. If the Dispute Notice is sent by registered post, it shall be deemed to be delivered within Twenty-One (21) days of the posting of the Dispute Notice. If delivered personally to the registered address of either Party, on the day it is served if served between the hours of 8:30 am and 5:00 p.m. on a Business Day and on the Business Day following the date of actual delivery if delivered after 5:00 pm on any Business Day. On service of the Dispute Notice, Digicel and the Customer shall attempt in good faith to resolve the Dispute;
32.1.2. if the Parties are for any reason unable to resolve the Dispute within ten (10) days of service of the Dispute Notice, the Dispute shall be referred to the senior management of the Parties who shall attempt in good faith to resolve it; and
32.1.3. if the Parties are for any reason unable to resolve the Dispute within twenty (20) days of the receipt of the Dispute Notice, either party may serve notice on the other party indicating their desire to settle the dispute by means of mediation. The parties will attempt to settle the dispute by mediation in accordance with the laws of the relevant Digicel Market. The parties will agree on a single Mediator within five (5) days of the failure of the good faith negotiations. This Mediator must be impartial and have no conflict of interest in relation to the dispute or the provision of the Services.
32.1.4. If the Parties are unable to settle the dispute within sixty (60) days, the dispute will be settled by arbitration. Such Arbitration shall be conducted according to the relevant arbitration laws and/or regulations in the relevant Digicel market. The arbitration panel shall comprise three arbitrators. The arbitrators appointed must be registered arbitrators, of at least 3 years’ standing, have no conflict of interest and be proficient in the laws the relevant Digicel market. Each Party will be entitled to appoint one arbitrator. The two arbitrators chosen by the Parties will be appointed within fifteen (15) days following the decision to refer the matter to arbitration. The two arbitrators will, within fifteen (15) days following the date of their appointments, appoint a third arbitrator. A majority of two (2) arbitrators will make a final binding decision. The seat, or legal place, of arbitration shall be the relevant Digicel market. The language to be used in the arbitral proceedings shall be the language of the relevant Digicel market. The tribunal's award shall be final and binding. The expenses of the arbitration, including fees and allowances of arbitrators and experts engaged for the purposes of a dispute, will be borne equally by the Parties to the dispute.
32.1.5. Nothing in this Agreement shall prevent Digicel from exercising its right to seek relief through the courts of the relevant Digicel market.
33. HANDSET ALLOTMENT & USER ACCOUNT
33.1. Where Digicel grants the customer any allotment or budget for the purchase of handsets (Handset Allotment), the customer may use this allotment exclusively for the procurement of mobile handsets from Digicel, for use in connection with the Services under this Agreement.
33.2. The Handset Allotment shall apply only to mobile numbers provisioned under the Customer’s corporate account. All devices acquired using the allotment must be selected from a catalogue provided by Digicel and intended for use by the Customer and its Subscribers only and shall not be resold transferred or otherwise exchanged for value.
33.3. The Customer may access the Handset Allotment by contacting their Account Manager and requesting use of the Handset Allotment.
33.4. The Handset Allotment shall only be valid during the Term of the Agreement. Any unused balance at the expiration or termination of this Agreement shall not roll over to subsequent periods unless otherwise agreed any the Parties in writing.
33.5. If the cost of requested handsets exceeds the available balance of the Handset Allotment, or the Customer wishes to procure more handsets than any Allotment can accommodate, the Customer shall be invoiced for the difference and agrees to pay such excess immediately on making any such request.
33.6. Digicel reserves the right to suspend or revoke the Customer’s access to the Handset Allotment in the event of outstanding balances or debt, suspected misuse, including resale of devices, fraudulent activity, or breach of this Agreement.
33.7. All prices and values quoted in relation to the Handset Allotment exclude applicable taxes, duties, and regulatory fees, unless otherwise stated.
33.8. The Customer may, at any time during the term of this Agreement, alter the number of Users, provided however, that the total number of Users shall not fall below the minimum Users specified in the Service Order Form.
34. ENTIRE AGREEMENT
34.1. This Agreement, including all appendices, schedules, service orders, and any documents expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior or contemporaneous understandings, agreements, representations, negotiations, or communications, whether written or oral, relating to such subject matter.
34.2. In the event of any conflict or inconsistency between these Terms and Conditions and any Service order Form, schedule, or annexure, the terms of the Service Order Form or Schedule shall prevail to the extent of such inconsistency, unless expressly stated otherwise.