TERMS AND CONDITIONS
These Digicel Mobile Telephone Services terms and conditions (the “Terms”) apply to you 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.
By activating, using, or paying for any of these products or Services, you accept and agree to be bound by these Terms. If you do not agree, you must contact Digicel immediately to cancel your order and/or Service, and return any products.
The products and Services covered by these Terms are generally for use by our Digicel Business Corporate Customers. If, however, you intend to use the products and Services for any other purpose, your use may not be covered under these Terms, and it would be your responsibility to ensure such use is expressly approved or permitted by Digicel.
You 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.
In these Terms and Conditions, these words shall have the following meaning ascribed to them:
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.
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.
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 entity listed in Schedule 1 and/or to which you receive and have completed a Service Order Form for such services.
Digicel means the Digicel entity listed in Item 1 of Schedule 1 attached hereto, a company registered under the laws of the country identified in Item 2 of Schedule 1 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.
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.
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.
Network means the telecommunications system owned and/or operated by Digicel.
Parties mean both Digicel and the Customer.
Party means either Digicel or the Customer.
Service means the telecommunications service offered by Digicel and particularized in the Service Order Form.
Service Order Form means the form used by the Customer to sign up for the Service.
Service Period means thirty (30) days.
Subscriber/s means the person(s) to whom the Customer has assigned a mobile device under this Agreement
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.
3.1 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.
3.2 Subject to the provisions set out herein, Digicel reserves the right to amend or unilaterally change the Service and/or the Terms and Conditions of this Agreement 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.
3.3 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.
4.1 Connection and activation of the Service is subject to a satisfactory risk assessment by Digicel, the credit rating of the Customer and/or receipt of a security deposit by the Customer. The size of the security deposit will be 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.
5.11 Digicel reserves the right to refuse any request for account information where we are unable to verify that the person requesting the account information is in fact the account holder, the Authorized Signatory under this Agreement or the Subscriber.
5.12 Digicel may disclose any 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.
6.1 Digicel’s Services are provided by radio transmission and are therefore available only within the range of the Network’s base stations. Both quality and availability of the Services are affected by radio interference due to physical obstruction, atmospheric conditions and by technical faults or other defects in the Network.
7.1 Digicel reserves the right:
7.1.1 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
7.1.2 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.
8.1 The Network shall allow the display of your telephone number on the receiving handset.
9.1 Digicel will on the [1st of each month], 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”).
9.2 Each Invoice will be deemed as conclusive evidence of the accuracy, completeness and truth of all matters stated in it unless you dispute 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 you 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 you will have to pay the disputed amount immediately.
9.3 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 you once dishonoured cheques have been processed through your account or your cheque has been otherwise returned to Digicel.
9.4 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. We are not liable for any loss or damages suffered because of the use of, or failure in any bill payments services. We are in no way obligated to provide the Service to you if you have defaulted in payment of any sums due by you. In this event, we reserve the right to charge a reconnection fee and/or revise your payments terms and/or restrict your service/feature types, prior to restoration of the service.
10.1 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 Customer with written notice of such price adjustments at least 30 days prior to the date any such price adjustment is to become effective.
10.2 Prices do not include government levies, fees and taxes, unless stated otherwise or as required by applicable law. Digicel shall bill the Customer and collect all government levies, fees and taxes in accordance with applicable law.
11.1 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.
12.1 The Customer account will have an overall credit limit assigned by Digicel. Subscribers, when agreed 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 the usage exceeds the overall credit limit. The Customer shall remain liable for any charges exceeding the overall credit limit including delayed roaming charges.
12.2 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.
12.3 Subscribers will automatically be notified when he/she has reached 75% and 95% of his/her assigned credit limit. Credit limits do 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.
13.1 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. Customer’s Authorized Signatory must request such changes in accordance with Clause 25. Once approved by Digicel such plan changes shall take effect on the expiration of the Service Period of the existing Data Plan.
13.2 Any data not used within the Service Period shall not roll over or accumulate for usage after expiry of the relevant Service Period.
14.1 Digicel reserves the right to terminate any Data Plan forthwith if in its sole opinion the Data Plan is being misused, such misuse to include but not be limited to the following:-
14.1.1 peer to peer file sharing except reasonable Near Field Communication (NFC) among consenting Subscribers;
14.1.2 restricting or inhibiting any other Customer from using the Service;
14.1.3 any use that infringes upon others’ intellectual property or privacy rights;
14.1.4 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;
14.1.5 posting or transmitting any information or software that contains a trojan, worm, virus or other harmful component;
14.1.6 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;
14.1.7 sending large quantities of unwanted or unsolicited e-mail to individual e-mail accounts (also known as "spamming" or "mailbombing');
14.1.8 making any unauthorized attempt to gain access to any account or computer resource not belonging to that Customer (also known as 'spoofing', ‘phishing’);
14.1.9 subscribing or attempting to subscribe to a Data Plan with intent to avoid payment;
14.1.10 making any unauthorized access, alteration, destruction, or any attempt, of any information of any Digicel Customers or end-Customers by any means or device;
14.1.11 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;
14.1.12 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; and
14.1.13 any use deemed by Digicel at its sole discretion to interfere with Digicel’s ability to fairly allocate capacity among other Customers or that otherwise degrades service quality on the network.
14.2 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 we reserve the right to deny, modify or terminate the Service, with or without notice, to any Customer we believe to be using the Data Plans or features thereof in a manner that adversely impacts the Digicel network.
14.3 Digicel may monitor the Customer’s compliance with these Terms and Conditions but we will not monitor the content of communications except as otherwise expressly permitted or required by law.
15. WARRANTY & REPAIR PROCESS
15.1 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 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. If this is not done within the specified timeframe, Digicel shall replace the relevant handset with the same model. If the same model is not available, a model with similar features and value will be supplied.
15.2 The Warranty shall become void if any of the following occurs:
15.2.1 Defects or damage resulting from any misuse or any use that goes against the information included in the handset’s manual;
15.2.2 Defects or damage from accidents or negligence;
15.2.3 Defects or damage resulting from improper testing, operation, maintenance, installation and adjustment by any unauthorized persons or repair center;
15.2.4 Alterations or modifications caused from repairs performed by any unauthorized persons or repair center;
15.2.5 Breakage or damage to antennas, screens and displays;
15.2.6 Handsets with the serial number removed or made illegible;
15.2.7 Batteries not charged by the specified manufacturer’s charger or are broken or show evidence of tampering;
15.2.8 Defects or damage caused by food, liquid or moisture;
15.2.9 All plastic surfaces and all exterior parts scratched or damaged due to abuse;
15.2.10 A handset that shows signs of attempts to open, alter or repair; or
15.2.11 Damage caused by using accessories not made by the manufacturer of the phone.
16. DISCLAIMER OF WARRANTIES
16.1 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, without warranties or guaranties of any kind.
16.2 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.
16.3 No one is authorised to make warranties on our behalf.
16.4 We do not guarantee that Digicel Services will meet your requirements, be of a particular quality or speed, or will be uninterrupted, accurate, secure, maintained, and kept free from viruses or other harmful components.
16.5 We cannot and do not guarantee that an unauthorized person will not obtain access to your information or DIGICEL Account. Nor do we guarantee that Digicel Services are suitable for use in situations in which absolutely accurate data transmission or security is required or that could result in personal injury, property damage, or financial loss.
16.6 We also do not guarantee that Digicel Services will be interoperable with your hardware or software and that incompatibility will not lead to damage or loss of data. You are using Digicel Services at your own risk.
16.7 Customers should 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 your designated Account Manager, any Digicel Dealer Store or Customer Care.
17. USE OF SERVICE
17.1. The Customer warrants and/or agrees:
17.1.1. to only use the Service in accordance with this Agreement and the appropriate documentation and manuals provided by Digicel for use in conjunction with such products;
17.1.2. 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;
17.1.3. 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;
17.1.4. that it has the right, legal capacity and the authority to enter into this Agreement;
17.1.5. 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;
17.1.6. 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;
17.1.7. 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
17.1.8. 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.
18. CUSTOMER RESPONSIBILITIES FOR SERVICE MANAGEMENT
18.1. The Customer agrees:
18.1.1. 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 equipment covered during the period of this Agreement, except as specified herein or as may be approved in advance and in writing by Digicel;
18.1.2. to coordinate with Digicel on any major configuration or hardware request;
18.1.3. to provide Digicel with a description of the problem, its priority and potential impact on the Customer’s operations in its fault reports; and
18.1.4. to assist Digicel to test problem resolution activities as and when reasonably requested.
19.1. You recognize and agree that Digicel is not an insurer of its products and Digicel Services, nor can it insure the accuracy of your information or the privacy or security of your DIGICEL Accounts. Further, you understand and accept that we have no control over the acts and conduct of third parties and that you are in the best position to safeguard your personal information and protect your DIGICEL Accounts from unauthorized access.
19.2. Digicel provides telecommunications services and you agree that Digicel is not responsible for losses incurred as a result of your or a third party’s use of your 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.
19.3. You also acknowledge and agree that Digicel has the right, to the greatest extent provided by applicable law, to limit the scope and extent of its potential liability to you, and that Digicel’s ability to contractually limit its potential liability to its customers permits it to offer and provide its products and Digicel Services at fair and reasonable prices. Accordingly, 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 you, 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 not are 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 your DIGICEL Account or our relationship with you; or (d) any action of a third party, such as unauthorized access to your DIGICEL Accounts or Digicel Services (including the use of your 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.
19.4. 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 you for any damages of any kind resulting in any way from: (a) the installation, maintenance, removal, or technical support of Digicel Services, even if the damage results from the ordinary NEGLIGENCE of our installer or other representative; (b) any unauthorized access to your DIGICEL Accounts or Digicel Services (including the use of your DIGICEL Accounts or Digicel Services to access a third-party account), even if the unauthorized access was the result of ordinary NEGLIGENCE by an Digicel employee, representative, agent, or any person or entity purporting to act on Digicel’s behalf; (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 your Digicel bill; (e) the loss of your 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 you or something outside of our control, 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.
19.5. In addition, unless prohibited by law, our total liability to you (under any legal theory) is a credit or refund that shall not exceed the total amount of charges you paid us for the applicable Digicel Service during the shorter of (i) the preceding 24-month period or (ii) the period in which you experienced the issue giving rise to your claims. If you are disputing a charge on your bill, Section 1.10 requires you to notify us within 120 days of the bill date. Moreover, unless prohibited by law, you must commence any legal action, whether by filing a lawsuit in small claims court or by filing a demand for arbitration, within two years of the date of the event or facts giving rise to the dispute or you waive the right to pursue that claim. This contractual limitations period is tolled for 30 days following the submission of a valid Notice of Dispute under subsection [3.8] of this Agreement.
19.6. Each of the limitations of liability in these Terms will apply to claims you bring against third parties to the extent that we 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.
20.1. To the fullest extent allowed by applicable law, you agree 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:
20.1.1. your or your Subscribers’ access to, use of, or inability to access or use any Digicel Service;
20.1.2. any violation by you or your Subscribers of these Terms;
20.1.3. your or your Subscribers’ violation of law (including your negligence, wilful misconduct, and infringement of anyone’s intellectual property rights); or
20.1.4. any other claim, demand, action, or complaint by any person or entity claiming by or through you or your Subscribers that in any way arises out of or relates to these Terms or any Digicel Service.
21.1. TERMINATION BY DIGICEL
21.1.1. Digicel reserves the right to suspend or terminate this Agreement or the provision of the Service, either in part or in whole, if:
18.104.22.168. the credit rating of the Customer is not satisfactory;
22.214.171.124. the Customer fails to make full payment in respect of undisputed sums owed to Digicel on the Due Date;
126.96.36.199. in its sole discretion 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;
188.8.131.52. in its sole discretion the Service is being abused. Such an abuse includes but is not limited to:
184.108.40.206.1. the Service being left on without voice conversation;
220.127.116.11.2. the level of usage causing unreasonable congestion on the Network;
18.104.22.168.3. 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
22.214.171.124.4. 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.
21.2 TERMINATION BY THE CUSTOMER
21.2.1 Should the Customer wish to terminate this Agreement while any Minimum Service Period remains active, the Customer agrees to:
126.96.36.199 provide Digicel with a minimum of sixty (60) days prior written notice;
188.8.131.52 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
184.108.40.206 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.
21.3 TERMINATION BY A SUBSCRIBER
21.3.1 Should a Subscriber terminate his or her employment with the Customer during the Minimum Service Period, and the Customer allows the said Subscriber to retain the handset and/or device for his or her personal use on an individual prepaid account, the Customer shall pay:
220.127.116.11 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;
18.104.22.168 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
22.214.171.124 any delayed roaming fees charged to the Subscriber while a member of the Customer’s plan.
21.4 TERMINATION BY EITHER PARTY
21.4.1 Either Party may by written notice to the other Party terminate this Agreement:
126.96.36.199 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; or
188.8.131.52 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
184.108.40.206 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.
22. FORCE MAJEURE
22.1. 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.
22.2. 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 including that contemplated in clauses 20 and 21 herein.
23. FAULT REPORTING
23.1. 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 are annexed hereto as Schedule 2.
23.2. 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.
24. PLANNED WORKS AND EMERGENCY WORKS
24.1. Digicel shall provide the Customer with twenty-four (24) 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.
24.2. In cases of emergency work on the network (which may interrupt the Service), it may not be possible to provide twenty-four (24) 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.
25. ASSIGNMENT AND THIRD PARTIES
25.1. Digicel may assign these Terms or parts of these Terms to any non-affiliated third party without having to seek your consent, and without notice to you. You cannot assign these Terms or any rights or legal claims arising from it without our prior written permission.
25.2. 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 your Service provider and the assignee shall be responsible for providing your Services. You acknowledge and agree that Digicel will have no liability or obligation to you if these Terms are assigned by Digicel, and your recourse for any liabilities or obligations shall be solely limited to the assignee of these Terms.
25.3. Except as stated in these Terms, anyone who uses or benefits from your Digicel Services is not a third-party beneficiary who can enforce these Terms against you, us, or anyone else.
26.1. 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, electronic mail or facsimile 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.
26.2. 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 email or any other form of agreed upon communication and will be posted to the Digicel Business website. Changes to these Terms and Conditions will be effective when notice of such changes has been communicated and posted. Continued use of the Service will constitute your agreement to such changed Terms and Conditions.
27. GOVERNING LAW
27.1. The law of the jurisdiction in which we currently provide you with Digicel Services (or the jurisdiction of your current billing address or current address of record) shall govern these Terms.