These Terms and Conditions of Use (“Terms and Conditions”) set forth the terms for the use of any and all products and/or services (collectively, the “Services”) provided by Telenor Pakistan Pvt. Ltd (“Telenor”) Business Division to users of the Services (the “User“ or “Users“, depending upon the context).
This page gives you information about the legal terms and conditions (the terms) on which we (Telenor Pakistan (Pvt.) Ltd or ‘Telenor’) offer any of the products (the products) listed on our website (www.telenor.com.pk/business) to you. By ordering any of our products, you agree to these terms and the other documents they refer to. Please click on the button marked ‘I accept’ at the end of these terms if you accept them. These terms make up the entire agreement (“Agreement”) between Telenor and the User and by accepting these Terms and Conditions you will be entering into a formal Agreement with Telenor.
You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of Telenor which is not set out in these terms.
2.AGREEMENT TO THESE TERMS AND CONDITIONS
2.1. All Users shall use the Services in accordance with these Terms and Conditions. Users may not use the Services unless they agree to these Terms and Conditions. 2.3. If there are Separate Terms and Conditions applicable to the Services, Users shall also comply with such Separate Terms and Conditions as well as these Terms and Conditions in using the Services.
3.MODIFICATION TO THESE TERMS AND CONDITIONS
Telenor may modify these Terms and Conditions where and when Telenor deems it to be necessary by giving prior written notice to the Users.
4. NATURE & SCOPE OF SERVICES
Telenor is offering to the User ; 4.1 GSM Services including Voice, Data and SIM Cards/numbers hereinafter referred to as (GSM Services) 4.2 Corporate/ Bulk SMS Service / Smart office / Telenor Business Suite / Machine 2 machine / Auxo
51. Start date. This Agreement shall start on the date that Telenor accepts your Service Order Term. The Agreement continues until terminated by Telenor in accordance with the terms and conditions mentioned herein.
6. ORDERING PROCESS
6.1. Ordering. To order a Service, User must complete a Service Order and submit it to Telenor. User warrants the accuracy of User provided details contained in the Service Order. 6.2. Acceptance Telenor may accept, reject or request further information about a Service Order.
5. OBLIGATIONS OF THE USER
5.1 User hereby warrants that it is validly constituted entity under law and is authorized to do business under relevant regulations. The person named as authorized representative is truly appointed representative to execute this Contract. 5.2 It is the Users responsibility to inform Telenor in case of change of authorized person on the company letter head stamped and signed by CEO/owner of the said company. 5.3 The User agrees to pay for the Products and/or Services provided by Telenor on time and according to the terms agreed for and contained in this Agreement and the Service Order. 5.4 The User agrees that the Numbers shall not be migrated to any other mobile network during the Term of the Agreement.
6.1 Average billing commitment will apply to all/specific group of companies of the User. 6.2 In the event User is unable to meet the billing commitment, Telenor shall reserve all rights to revoke the discounts/subsidy granted to the User. 6.3 Telenor shall raise an invoice on a monthly basis which shall be paid by the User within sixty (60) days of receipt of the invoice. 6.4 In the event of non-payment for a period over sixty (60) days, Telenor shall make all reasonable efforts of communication with the User for payment of the outstanding amount. In case payment is still not made by the User, the Numbers shall be considered vacant and Telenor reserves the right to assign the Numbers to other users without any notice to the User and to initiate legal proceedings for the recovery of the full outstanding amount at the sole cost of the User. 6.5 In the event User is engaged with Telenor under any other Agreement, Telenor shall have the right to deduct any payables from vendor’s invoice in case of non-payment under this agreement.
7. PROVISIONING AND USE OF SERVICE
7.1. Compliance with terms User will only use the Services and Products in accordance with applicable law, the terms of this Agreement and any other reasonable instructions or conditions notified to the User by Telenor including any given as a result of instructions imposed by the PTA. If the Products or Services are misused the User shall be liable for prosecution under criminal law for such misuse or involvement in any unauthorized/unlawful activity.
7.3. No reselling The User shall not resell, distribute or provide the Services or Product to any third party.
7.4 Telenor shall provide all Services with reasonable skill and care but does not guarantee to provide complete or uninterrupted access to the Services.
7.5 Security of communications Subject to all applicable laws and regulations, Telenor shall exercise all reasonable efforts to ensure the security of the Users communications. However, for reasons beyond Telenor’s control, it does not promise or guarantee that communications will be completely secure.
7.6. Site access and regulations The User must provide access, or procure all necessary permissions or consents, to the User’s site to enable Telenor to deliver, install and provide the Service to the User.
7.7 User information The User shall provide (and shall make sure that its end Users provide) all information and complete all documentation (including in relation to identification, legitimation and billing details) which is required by Telenor to perform this Agreement.
7.8. Accuracy The User confirms that any information which it provides to Telenor in connection with this Agreement or the provision of the Services is and will be complete and accurate.
8.1 Notwithstanding anything to the contrary contained in this Agreement, in cases of fraud the User takes full responsibility of any action or omission by them or their respective officers, directors, employees, representatives, licensees and agents. The User also undertakes to fully indemnify Telenor and its directors, officers, employees, representatives, licensees, agents, associated companies and Users against any and all such claims that may arise or be brought against Telenor and any losses including but not limited to financial, commercial and/or any loss of good will incurred by Telenor because of the said fraud. The User further undertakes to provide full assistance in any fraud investigations undertaken by or on behalf of Telenor and/or any relevant legal authority.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The Intellectual Property Rights that exist in any part of the Product or Services supplied under this Agreement, as well as any improvements or modifications thereto, belong to Telenor or its licensors and, other than necessary for use permitted under this Agreement, no other right, license or transfer is granted or implied under such Intellectual Property Right.
a) During the term of this Agreement and after termination or expiration of this Agreement for any reason for a period of two (2) years, the following obligations shall apply to the Party disclosing Confidential Information (‘the Disclosing Party’) to the other Party (‘the Receiving Party’). The Receiving Party:
(a) May not use any Confidential Information for any purpose other than the performance of his obligations under this agreement;
(b) May not disclose any Confidential Information to any person except with the prior written consent of the Disclosing Party; and
(c) Shall make every effort to prevent the use or disclosure of the Confidential Information.
b)Without prejudice to any other rights or remedies which the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which he may be entitled.
c)The obligations of the parties under the provisions of this clause shall survive the expiry or the termination of this Agreement for whatever reason.
11.1 USER will, at its own expense, indemnify and hold harmless Telenor, and its respective officers, directors, employees, representatives, licensees and agents (hereinafter referred to as Telenor’s Representative) from and against any and all claims, loss or damage of whatever nature suffered or brought against Telenor and/or Telenor’s Representatives, by any third parties including without limitation reasonable legal fees and expenses, as and when incurred, relating to and arising from, any claim or allegation with regard to breach of any provision of this Agreement and/or any infringement in any manner any copyright, intellectual property rights. USER agrees that it may not, without Telenor’s prior written consent, enter into any settlement or compromise of any claim that results in any admission of liability or wrongdoing on the part of Telenor but undertakes to provide full assistance in any fraud investigations undertaken by or on behalf of Telenor or any relevant legal authority.
12. LIMITATION OF LIABILITY
12.1 Telenor will not, under any circumstances, be liable to you for the following in connection with the Agreement; (a) Any loss of profits, sales, business or revenue (b) Loss or corruption of data, information or software (c) Loss of business opportunity (d) Loss of anticipated savings (e) Loss of goodwill (f) Any indirect loss
12.2 Telenor’s total liability to the User for all losses arising under or in connection with the Agreement, whether in contract or following a wrongful act will not be more than the price of the product the User ordered.
12.3 Unless Telenor tells the User otherwise in these terms, Telenor does not give any representation, warranties or guarantees relating to the Products or Services. If any representation, condition or warranty might be implied or included in these terms because of any law that applies (or for any other reason), we will exclude this as far as we are allowed by law. In particular, we will not be responsible for making sure that the Products and or Services are suitable for your purposes.
13. FORCE MAJEURE
13.1 “Force Majeure” means any event or occurrence which prevents a Party from performing any or all of its obligations under this Agreement and which arises from, or is attributable to acts, events, omissions or accidents which are unforeseeable and beyond the reasonable control of the Parties.
13.2 Notwithstanding any other provision of this Agreement, a Party hereto shall not be deemed to be in breach of this Agreement to the extent that the delay or non-performance is due to such “Force Majeure” of which it has notified the other Party. However, the Party affected by Force Majeure shall take all steps reasonably possible to mitigate damages and delays caused by such failure or delay.
13.3 Where delay in performance due to Force Majeure continues for a period of ninety (90) continuous days, either Party may with the consent of the other forthwith terminate this Agreement by written notice.
14. DISPUTE RESOLUTION & ARBITRATION
14.1 Telenor and the User shall use their best efforts to settle amicably any dispute arising out of this Agreement by referring the dispute to the senior management of the Parties. 15.2 If the Parties fail to settle the disputes amicably within thirty (30) days, either Party may refer such dispute to arbitration in Islamabad, Pakistan under the Arbitration Act 1940 (“Act”) and the rules (“Rules”) made there under. The venue of the arbitration shall be Islamabad, Pakistan.
15.1 No Agency and No Partnership: No Party shall by virtue of this Agreement be deemed to be a partner or agent of the other. It is being agreed that each Party shall be individually responsible only for its on obligations under this Agreement.
15.2 Parties Entire Understanding: This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior written or oral, agreements, representations and conditions between the Parties.
15.3 Severability: If any provision of this Agreement (or portion thereof) is determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, the remainder of this Agreement shall remain in full force and effect according to its terms.
15.4 Survival: Provisions contained in this Agreement that by their sense and context are intended to survive completion of performance, termination or expiration of this Agreement, shall so survive.
15.5 Assignment & Sub-Contracting: USER shall not assign or sub-contract any rights, delegate any duties or any part of this Agreement without Telenor’s prior written consent.