1. Explanation of Certain Words

1.1 In this Agreement: "Account" means the account which records details of the amount of credits you have, from time to time; "Charges" means all the charges associated with the Service described in the Price List; "Content" means textual, visual or other information, software, photos, video, graphics, music, sound and other material appearing on or available through the Service including all information supplied by content providers from time to time; "Mobile Phone" means a cellular telephone and a SIM Card approved by us for connection to our Network; "Network" means the cellular telecommunication system run by us; "Price List" means our periodically updated list of charges for the provision of the Service to customers; "Registration" means our acceptance of your application to register with us for the Service once you purchase calltime from us and 'Register' has a corresponding meaning; "Rights" means copyright, trademark and other relevant proprietary and intellectual property rights relating to Content; "Service" means any or all (as the case may be) of the following services: airtime service enabling you to make or receive calls and to send and receive data by means of the Network, the ability to send and receive email via the Internet, the ability to access information from the Internet and any additional services we agree to provide to you; "SIM Card" means the card or other device bearing a unique telephone number programmed to allow a Mobile Phone to access the Service; "Terms and Conditions" means these terms and conditions and our current Price List; "Voucher" means a calltime voucher of the type described in your User Guide(s) which represents calltime; "User Guide(s)" means any guides or documentation supplied with your Mobile Phone either by us or by the manufacturer of your Mobile Phone, which explain to you how the Service works, how to purchase calltime and/or how to use your Mobile Phone; "We", "us" and "our" means O2 (UK) Limited of 260 Bath Road, Slough SL1 4DX; Registered in England under No. 1743099. "You" means the customer to whom the Terms and Conditions apply, and it includes a person who we reasonably believe is acting with your authority.

1.2 The Price List contains explanations, definitions, notes and conditions which form part of these Terms and Conditions. A copy of the Charges is available when you purchase your Mobile Phone and will be included in your welcome pack or may be obtained by visiting www.o2.co.uk/shop.

1.3 You will be deemed to have accepted these Terms and Conditions when your account is first activated or when the Mobile Phone is received by you, if later.

2.1 The Service is not available in all parts of the United Kingdom, nor in all other countries and may be restricted to certain areas within those countries where access to the Service is possible. If you use your Mobile Phone abroad, you will be charged for incoming calls. You may be charged to receive certain premium rated text messaging services.

2.2 We may using reasonable skill and care exercise our discretion to refuse to provide any part of the Service to you (and this may involve barring certain numbers from the Service on a temporary or permanent basis, in circumstances where it is necessary for us to do so). Service is not fault free and it may be impaired by geographic, atmospheric or other conditions or circumstances beyond our control and you will be entitled to the quality of Service generally provided by a competent mobile telecommunications service provider exercising reasonable skill and care.

2.3 We will do our best to provide Service to you by any date we have agreed with you but our ability to do so may be affected by circumstances beyond our control and we will not be liable to you if this is the case.

2.4 Our Network may from time to time require upgrading, modification, maintenance or other work which may result in partial or complete non-availability of the Service.

2.5 Until such time as you Register with us, but limited to a period of 3 months from the date you purchase your Mobile Phone, you may use your Mobile Phone to make emergency calls or calls to us to purchase calltime.

2.6 We or our agents may occasionally record or monitor telephone calls between you and us (or our agents) for training, quality control and our lawful business purposes.

2.7 If you experience any difficulties with your Mobile Phone within 1 year of purchasing it, you should contact the manufacturer for replacement or repair under the manufacturer's warranty service detailed in the User Guide(s). If you bought your mobile phone directly from us and it is defective, not in accordance with any description given to you by us, not reasonably fit for purpose or it develops a fault you will be able to return it for repair and, if appropriate, replacement or refund. Please contact Customer Care at www.o2.co.uk/Help for details and, if necessary arrange for the return of your Mobile phone. You should contact us as soon as possible if any of the circumstances above apply to you to ensure that you are able to exercise any rights you have.

2.8 We will use reasonable endeavours to maintain Content but it may be incomplete, out of date or inaccurate and is provided on an "as is" basis. It is a condition of us allowing you access to Content that you accept that we will not be liable for any action you take in reliance on Content.

2.9 We may vary Content or the technical specification of Service from time to time.

2.10 The Service enables access to Content. You may only use Content in a way that does not infringe the Rights of others ("Approved Use") and you must comply with all other instructions issued by us regarding use of Content. You shall not store, modify, transmit, distribute, broadcast, or publish any part of Content other than for an Approved Use. The re-selling, copying or incorporation into any other work of part or all of the Content in any form is prohibited save that you may print or download extracts of Content for your personal use only.

2.11 You are solely responsible for evaluating the accuracy and completeness of any Content and the value and integrity of goods and services offered by third parties over the Service. We will not be a party to or in any way responsible for any transaction concerning third party goods and services, except in the case of negligence on our part.

3.1 You pay for the Service either by purchasing a Voucher and registering it with us or by purchasing calltime using your E Top-Up, credit card or debit card, all methods as described in the User Guide(s).

3.2 Each time you incur charges, the credits that are registered on your Account will be reduced according to the duration of the call/message and the type of call/message by reference to the charges shown in the Price List.

3.3 Top-ups by credit or debit card can be in increments of £1, subject to a minimum of £10. Calltime purchased by debit card or credit card will be credited to your Account, subject to our carrying out our usual security checks. We will not have any obligation to make a refund to you where you purchase more calltime than you intend, for whatever reason.

3.4 If you wish to stop using the Service at any time after the 14 day Trial Period, there will be no refund of unused calltime.

5.1 You must use your Mobile Phone and any replacement Mobile Phone and the Service in the way described in the User Guide(s) or any other instructions issued by us. From time to time it may be necessary for us to amend or supplement our advice to you on the introduction or withdrawal of products and/or services, for reasons of security or to prevent fraud. It is important that you read and understand the information contained in the User Guides and other instructions as they will apply to your use of the Service from when you Register your Mobile Phone with us.

5.2 You agree:

a. and warrant that all factual information you provide to us is correct;

b. to take adequate precautions to prevent damage to or unauthorised use or theft of the SIM Card or your Mobile Phone;

c. that the SIM Card is supplied to you under licence and shall at all times remain our property;

d. to inform O2 eCare immediately if the SIM Card or your Mobile Phone is lost, stolen, damaged or destroyed or likely to be used in an unauthorised by visiting http://www.O2.co.uk and selecting Help then Your Mobile Service, then Lost and Stolen Phone or you can call us on 0906 302 4445 (calls charges at 50p per minute) and to co-operate with us in our reasonable security and other checks.

5.3 If your Mobile Phone or your SIM Card is lost, stolen, damaged or destroyed or used without your authority, we shall have no obligation to make a refund to you of the credits left on your Account.

5.4 We recommend that you purchase insurance cover for your Mobile Phone to cover loss, theft, accidental damage and unauthorised calls on your Mobile Phone. This is available from a dealer, or through us, call 0800 089 4535 online customers 08451201021 for UK Prepay for details.

5.5 You must not use your Mobile Phone or the Service other than in accordance with the acceptable use policies of any connected networks and (if appropriate) any relevant Internet standards.

5.6 You must tell us immediately by advising The Data Controller via email at mycare@o2mail.co.uk if anyone makes or threatens to make any claim or issue legal proceedings against you relating to your use of the Service or the Content and you will, at our request, immediately stop the act or acts complained of. If we ask you to, you must confirm the details of the claim(s) in writing.

You may transfer your Account with us to a third party provided you first contact us at mycare@o2mail.co.uk to tell us and the third party contacts us to Register with us. Once the third party has Registered with us, he/she will be deemed to have accepted the Terms and Conditions. We may assign our rights and obligations under the Terms and Conditions to any third party.

7. Our Rights to Bar or Disconnect Your Mobile Phone

7.1 If you do not make or receive a call at least once in any 6 months (3 months for Online prepay, 6 months for UK prepay) period your Mobile Phone will be disconnected and any credits left on your Account will be forfeited.

7.2 We may at our discretion bar or disconnect your Mobile Phone if we have reasonable cause to suspect fraudulent use of a credit card/debit card, your SIM Card or Mobile Phone.

7.3 In addition to anything else we can do, we may bar or disconnect your Mobile Phone at any time if: a. you fail to comply with the Terms and Conditions in any material way; or b. you telephone us to report that your SIM Card or your Mobile Phone is lost, stolen, damaged or destroyed; or c. you make calls or send data from your Mobile Phone (or by any other means in relation to calls or data sent to us or our agents), or your Mobile Phone is used (with or without your knowledge) to make calls or send data, which in each case are offensive, indecent, obscene, menacing, a hoax or a nuisance, in breach of any Rights or privacy or otherwise unlawful.

7.4 If your Mobile Phone is disconnected and you wish your Mobile Phone to be reconnected to the Network, you must contact Customer Care at www.o2.co.uk/Help or call 0906 302 5151 (calls charges at 50p per minute). If we agree to reconnect you, you must pay a reconnection fee. Details of the current charge are available on request.

8.1 Within 14 days of purchase of your Mobile Phone/SIM card ('the Trial Period') you may return your Mobile Phone/ SIM card to the place where you bought it to obtain a refund of the price paid, provided the Mobile Phone/SIM card is undamaged, in good working order and in the original packaging and you have you have proof of purchase. If you bought your Mobile Phone/SIM card directly from Us, We will bear the cost of returning the Mobile Phone/SIM card to Us if you follow our returns procedure . See www.o2.co.uk/Help/ Your Order. If you do not follow Our returns procedure you will bear the cost.

8.2 Subject to clause 7, we will refund to you the money equivalent of all credits left unused on your Account (excluding any free Calltime which you received) within 28 days of your returning your Mobile Phone/SIM card.

8.3 As a consumer of goods and services you are entitled to certain statutory rights, for example, the right to return defective goods to us, if bought from us, and the supply of Service by us using reasonable care and skill. The provisions of this clause 8 do not affect your statutory rights.

If you have a Mobile Phone which enables access to the Internet (Mobile Internet Phone) the following terms and conditions also apply to you.

14.1 Certain parts of the Service are only available if you register with O2 (Online) Limited, an internet service provider at http://www.O2.co.uk. The terms and conditions of Internet service may be obtained by accessing the website.

14.2 We or our contractual partners may provide links to other web sites or resources. We neither accept responsibility for third party web sites or resources nor endorse their content.

14.3 For Internet access, you understand that all the visual, textual or other information published or otherwise made available (directly or indirectly) on the Internet using the Service ("Information") whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Information originated. This means that you, and not us, are entirely responsible for all Information that you upload, email or otherwise transmit via Internet access.

14.4 Your dealings with, and interest in, promotions, services, or merchants found by using your Mobile Internet Phone on or via the Internet, unless explicitly stated by us, are solely between you and the person with whom you are dealing. We will not be responsible for any losses or damages that may arise from any such dealings with third parties.

14.5 Access to secure financial transactions will be dependant on the make and model of your Mobile Internet Phone and the third party supplier of Content.

15.1 You authorise us to use and disclose, in the UK and abroad, information about you and your use of the Service and how you conduct your account for the purposes of operating your account and providing you with the Service or as required under law to our associated companies or agents, any telecommunications company, debt collection agency or credit reference agency. You agree that the information may be used by other parties in assessing applications for credit from you and members of your household and for debt tracing, credit management and may be used by us or other parties for crime and fraud detection and prevention.

15.2 You also agree to the information described in clause 15.1 being used, analysed and assessed by us, and the other parties identified in clause 15.1 and selected third parties for marketing purposes including amongst other things to identify and offer you by phone, post, the Network, your Mobile Phone or other means, any further products, services and offers which we think might interest you. If you do not wish your details to be used for marketing purposes, please write to us; c/o The Data Controller at mycare@o2mail.co.uk stating your full name, address and Mobile Phone number.