1. Accepting these terms; application of Terms
These Works With V by Vodafone Submission Terms and Conditions (‘Terms’) form a binding agreement between Vodafone Group Services Limited (‘We, Us, Vodafone’) and the company (‘Company’) whose product (the ‘Product’) is submitted for evaluation through https://workswith.v.vodafone.com/partner=programme (the ‘Website’). Together, Vodafone and the Company are referred to in these Terms as ‘the Parties’, and each is a ‘Party’.
By submitting product(s) via the Website, you:
warrant that you have full legal authority to bind Company to these Terms; and
accept these Terms on behalf of Company.
2. Submission of information
By completing and submitting the product details of this website, Company permits Vodafone (including any third party engaged to perform such testing on Vodafone’s behalf) to test and evaluate its Product(s) for potential compatibility with the V by Vodafone SIM card and connectivity, and as a potential candidate for future Works With V by Vodafone certification or programme membership (the ‘Programme’).
The tests will be determined by Vodafone, in its sole discretion.
Submission is the first step in exploring a potential relationship between Vodafone and Company in relation to the Programme.
Company warrants that:
all information that submitted to Vodafone regarding the Product(s) will be accurate and complete; and
it is legally permitted to submit the Product information to Vodafone in accordance with these Terms, and that doing so does not put it in breach of any obligation of confidentiality or any third party licence, or otherwise breach the intellectual property rights of any person.
3. Submitting devices
3.1 After submitting Product information via the Website, Company may be invited to update its firmware to accept Vodafone’s APN settings, and to send the device (the ‘Device(s)’) to Vodafone for testing.
3.2 Company warrants that any Device submitted to Vodafone will:
hold all relevant European, UK and German product safety certifications applicable to consumer products (noting that the Devices may be tested in Germany and/or the UK);
comply with all applicable law;
be submitted in good condition;
be sufficiently well packaged to avoid the risk of damage in transit;
comply with all rules relating to use of the relevant postal or delivery service; and
be sent with all relevant user manuals and safety information.
3.3 Company warrants that in testing the Device, Vodafone systems and data will not be exposed to any viruses, disabling code or malicious software (including spyware).
3.4 If any information submitted in accordance with clause 2 is no longer current at the point of submission of the Device, Company shall notify Vodafone of the changes by a prominent cover note included with the Device.
3.5 Company warrants that it is legally permitted to submit the Device(s) to Vodafone in accordance with these Terms, and that doing so does not put it in breach of any obligation of confidentiality or any third party licence, or otherwise breach the intellectual property rights of any person.
3.6 Company shall have sole liability for all costs of submitting the Device(s) to Vodafone, including the payment of any import duties.
3.7 Company shall send the Device(s) at its own risk. Vodafone will use its reasonable efforts to confirm receipt of the Device(s) .
3.8 Vodafone shall have no obligation to return Device(s). Vodafone may retain or dispose of them at its sole discretion and without compensation to Company.
3.9 Company shall indemnify Vodafone, its group companies, employees, contractors and suppliers from and against any breach of this Clause 3.
4. Intellectual Property
4.1 If Vodafone’s testing determines that a Product is compatible with the V-SIM by Vodafone, Company grants Vodafone the right to list the Product on Vodafone’s published ecosystem list. Company shall be entitled to withdraw this permission by giving Vodafone 90 (ninety) days’ notice, in writing.
4.2 Except as set out in clause 4.1, Nothing in these Terms or on the Website provides either Party with any right to use any trade mark, logo, service mark, trade name or any mark of the other Party.
4.3 Vodafone does not grant any licence to Company under these Terms.
4.4 Company shall indemnify Vodafone, its employees, contractors and suppliers (the ‘Indemnified Parties’) from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by or made against the Indemnified Parties as a result of or in connection with any action, demand or claim that the processing or analysis of information submitted about the Product(s) and the performance of any testing of the Device(s) by or on behalf Vodafone infringes the intellectual property rights of any third party.
5.1 For the purposes of this clause 5, ‘Confidential Information’ means any information which is disclosed by one Party to the other Party that is marked as being confidential or which may reasonably be regarded as confidential that relates to the business, affairs, products, trade secrets, technology, know-how, methodology of supply, developments, finances, employees, customers or suppliers of the disclosing Party.
5.2 Each Party shall maintain the confidentiality of the other Party’s Confidential Information and shall not use, disclose, copy or modify such Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under these Terms.
5.3 The provisions of this clause shall not apply to information which:
is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;
is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;
is independently developed by the recipient, without access to or use of such information; or
is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.
5.4 The obligations under this clause 5 shall apply for a period of three years following the disclosure of the relevant Confidential Information, notwithstanding any earlier expiry or termination of these Terms.
6. Vodafone discretion regarding submissions
6.1 Vodafone reserves the right to:
decide whether to test any Device(s); and
accept, reject and prioritise Product submissions;
all at its sole discretion and without explanation.
7. Testing is indicative only
7.1 Any testing performed by Vodafone under these terms is not final. Vodafone gives no warranty as to the results of any testing, and makes no guarantee or assurance as to the compatibility of the Product(s) or Device(s) with V-SIM by Vodafone. Company agrees that it shall not rely on the results of any testing performed by Vodafone under these Terms.
7.2 Testing for the Programme and certification shall be subject to a separate contract between the Parties.
8. Works With V by Vodafone Programme definition and benefits
8.1 Company acknowledges and agrees that:
the Programme is under development and that its benefits and its terms are subject to change; and
the launch date of the Programme is not yet confirmed.
9. No commitment to participation in the Works With V by Vodafone programme
9.1 Participation in the Programme is subject to further qualification and to contract. Applications will be permitted or rejected at Vodafone’s sole discretion.
9.2 Nothing in these Terms obliges Company to apply to participate in the Programme.
9.3 Company shall not hold itself or its Product(s) or Device(s) out as certified by Vodafone, or as being part of the Programme.
10.1 Company may withdraw its submission at any time. If it does so:
Vodafone will cease any testing within one week of notification; and
subject to (i), each Party shall promptly cease using the other Party’s confidential information; and
Vodafone is not required to return submitted Device(s).
11.1 The extent of the Parties’ liability under or in connection with these Terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2 Vodafone’s total liability under or in connection with these Terms shall not exceed the sum of limited to greater of: (i) the value of the relevant Device; and (ii) £500.
11.3 The limits and exclusions on liability in this clause 11 shall not apply in respect of any indemnities provided by Company under these Terms.
11.4 Subject to clause 11.3, neither Party shall be liable to the other under or in connection with these Terms in respect of any special, indirect or consequential loss or damage whatsoever.
11.5 Vodafone shall not be liable to Company under or in connection with these Terms for any:
loss of profits;
loss of business opportunity;
loss of goodwill;
loss of data; or
loss of anticipated savings.
11.6 The Parties agree that the limitations and exclusions on liability in these Terms are reasonable given its subject matter and given their respective commercial positions and ability to purchase relevant insurance in respect of risks under these Terms.
11.7 Notwithstanding the above or other limitations and exclusions of liability set out in these Terms, neither Party excludes or limits any liability for:
(i) personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a Party or its employees;
(ii) fraud or fraudulent misrepresentation; or
(iii) any other liability to the extent the same cannot be excluded or limited by law.
12. Choice of law
12.1 These Terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
12.2 The Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms, their subject matter or formation (including non-contractual disputes or claims).
13. Order of Precedence
13.1 If there is any conflict between these Terms and any terms and conditions provided with a Device (for example in shrink wrap or click through terms), these Terms shall take precedence to the extent of such conflict.
13.2 If there is any conflict between any content of the Website and these Terms, these Terms take precedence.
14.1 Assignment and subcontracting
(i) Vodafone may at any time assign or subcontract any or all of its rights or obligations under these Terms.
(ii) Except as expressly permitted by these Terms, Company shall not assign, transfer, sub-licence, declare a trust of or deal in any other manner with any or all of its rights or obligations under these Terms, in whole or in part, without Vodafone’s prior written consent.
14.2 Severability. If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms shall not be affected.
14.3 Rights of third parties. A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.
14.4 Entire agreement
(i) These Terms constitute the entire agreement between the Parties and supersede all previous agreements, understandings and arrangements between them in respect of their subject matter, whether in writing or oral.
(ii) Each Party acknowledges that it has not entered into these Terms in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms.
14.5 Variation. No variation of these Terms shall be valid or effective unless the Parties execute an amendment agreement expressly stated to amend these Terms, incorporating the variation.
14.6 No waiver
(i) No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under these Terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
(ii) No single or partial exercise of any right, power or remedy provided by law or under these Terms shall prevent any future exercise of it or the exercise of any other right, power or remedy
15. Vodafone’s details
Vodafone is registered in England and Wales, registered company number 03802001, with its address at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN.