In this Agreement, unless the context clearly indicates a contrary intention, the words defined below have the meanings assigned to them.

1.1 “Irancell”, means Irancell Telecommunications Services Company which is authorized to provide services under License Agreement No. 9604/10 issued by Communications Regulatory Authority (CRA). The trade name of this company is “Irancell Telecommunications Services Company”, hereinafter referred to as “Irancell”, and its headquarters is based in No. 5, Alidoost Alley, Ghaderi St., Zandi St., Panahi Nia Blvd., Heravi Sq., Tehran.

1.2 “Subscriber”, means any natural person or legal entity that is authorized to connect to and utilize the Licensed Network Services as per the Agreement made with Irancell and against payment of fees.

1.3 “Registration”, means the process by which the applicant concludes an agreement and registers his/her ID card details and National ID number (passport details for foreign nationals) with the customer service centers which are party to contract with or belong to Irancell and establishes his/her identity by submitting legal documents.

1.4 “Registration Form”, means the form which is filled in by the Subscriber or his/her legal representative during Registration. This Form is directly made available to applicants by Irancell or its dealers.

1.5 “Irancell Office”, means Irancell’s headquarters whose address has been mentioned in Article 1.1 and all Irancell’s service centers in other cities whose names and addresses are listed in Irancell’s website. It is to be noted that this term shall not include any of Irancell’s agencies, authorized dealers, or any subsidiary to Irancell or other companies.

1.6 “Agreement”, means the terms and conditions under the present document together with any other document completed by and between the Subscriber and Irancell relating to the Subscriber’s subscription to the Network and/or the Network Services.

1.7 “Access”, means the ability of the Subscriber to connect to the Network and use any services offered by Irancell.

1.8 “Access Period”, means the period during which Irancell allows the Subscriber to use its Network Services provided that the related fees are paid according to CRC Resolutions and the Subscriber performs his/her obligations.

1.9 “Credit”, means the Rial amount or the service package usable by the Subscriber over the Network according to which Irancell allows the Subscriber to use those specific services up to that particular amount.

1.10 “Loading”, means to load the requisite charging information on Irancell’s prepaid system so that the Subscriber’s account is credited with the Airtime and/or Access Period and/or the discounts specified thereon.

1.11 “SIM Card Pack”, means the package containing a SIM Card which the Subscriber will receive upon purchase.

1.12 “Basic Voice Services”, means telecommunications services whereby real-time two-way speech conversation is conducted by means of Irancell Network, including Call Wait/Hold and Call Forwarding services.

1.13 “Telex Service”, means a telecommunications service consisting in conveyance of telex messages.

1.14 “Value Added Services/VAS”, means any telecommunications services except Basic Voice Services, Telex Service and telegraph services which are made available to public and are part of Network Services, differing in that they are charged with extra fees to be made available. Irancell is free to decide over provision or non-provision of such services.

1.15 “Network Services” mean the Licensed Network Services, including Value Added Services, made accessible to the Subscriber by MTN IRANCELL based on the terms and conditions of the present Agreement.

1.16 “Validity Period” means the period in which the Services provided by Irancell are accessible.

1.17. “Activation” means the procedure in which Irancell allows its Subscribers to use the Licensed Services based on their selected tariff plan and the present Agreement. Once the Service is activated, the Subscriber will be able to establish communication and make use of the Services under the Network.

1.18 “CRA” means the Communications Regulatory Authority.

1.19 “CRC” means the Communications Regulatory Commission

1.20 “SIM Card” means a Subscriber Identity Module incorporating an MSISDN (Mobile Number) which, when activated by MTN IRANCELL, provides the Subscriber with Access to the Network Services under this Agreement.

1.21 “Network” means the communication infrastructure used by Irancell for provision of the Licensed Services.

1.22 “MSISDN” means the Mobile Station International Subscriber Directory Number (otherwise known as the mobile telephone number) programmed into each SIM Card; MSISDNs are amongst the public properties and may not be transferred to nor owned by individuals, registration and activation of which only entitles the Subscribers to use them.

1.23 “Tariff Plan” means each of the Tariff Plans based on which the Network Services are provided to the Subscribers. These Plans shall be calculated as per the Services Tariffs, Value Added Services and other variables notified by the CRA and other competent authorities. They may be changed and adjusted at any time, on the basis of the notified resolutions.

1.24 “Recharge Card” means an Iranian Rial (RLS) denominated voucher to be purchased by a Subscriber which allows a Subscriber usage of and Access to the Network Services to the value and/or for the Access Period indicated thereon. The airtime amount mentioned on the Recharge Cards is inclusive of VAT. The Subscriber is bound to pay the relevant tax in due observance of the state rules and regulations, at the time of purchase.

1.25 “Charge(s)”, means the amount Irancell receives from its Subscribers based on CRC approved tariffs for providing Network Services to them.

1.26 “Connection Fee” means the amount Irancell receives from its Subscribers based on CRC approved tariffs for activating the Subscriber’s account on its Network. This amount is received as the initial fee based on which the Subscriber will be connected to Irancell Network. The mentioned amount will not be refunded under any circumstances whatsoever, including SIM Card Cancellation or Deregistration

1.27 “A Month” means a period which commences at 00:00 on the very first day of a month (Jalaali calender) and shall endure until 00:00 on the same day of the following month.

1.28 “Transaction”: means making use of the Services provided by Irancell, including SIM Card credit limit increase by the Subscriber, except for bulk or controlled messages sent by Irancell which may not be manipulated by the Subscriber.

1.29 “Soft Suspension”: means a process through which the Subscriber will no longer be allowed to establish connection/ send SMSs (except for voice calls to the National Emergency Services). The Subscriber will only be able to receive messages and calls, accordingly.

1.30 “Hard Suspension”: means a process through which the Subscriber will no longer be allowed to make use of any SIM Card related Services (except for voice calls to the National Emergency Services).

1.31 “Deregistration”: Means the process whereby the subscriber is denied access to the network, with its SIM Card and MSISDN being deregistered. Thereby, the Licensee is entitled to transfer the vacant MSISDN to others.

1.32 “MNP/Mobile Number Portability”: Means the process that allows a subscriber to switch over to another operator while keeping its existing mobile phone number.

1.33 “Keeping Informed”: Informing the subscriber about increasing or decreasing of credit, credit balance, soft suspension, hard suspension, credit status, completion of registration, SIM Card deregistration and other necessary notifications, by using phone, email, SMS or other communication means, free of any charge. Completion of either of the foregoing indicates the notice is duly given to the subscriber.

1.34 “Suspension or hard suspension of the SIM Card”: Means the process by which the subscriber’s SIM Card is denied access to any services except voice calls to national emergency services.

1.35”Number Range Holder Operator”: means the Operator with whom the subscriber registers for the first time to receive mobile phone services and to whom the subscriber has submitted the required ID cards and registration forms to receive a subscription document.

1.36 “Recipient Operator“: The operator that another operator’s subscriber wishes to use its services without changing mobile phone number.

۱ – ۳۶- « اپراتور پذیرا»: اپراتوری که مشترک یک اپراتور دیگر، قصد استفاده از خدمات آن اپراتور را بدون تغییر شماره خود دارد.

Includes providing Network and Mobile Telecommunications Services in accordance with the terms and conditions hereunder and any binding regulations which may apply to this Agreement from time to time.

3.1 This Agreement shall commence on the date of completion of registration process and signing the related forms by the subscriber. Also this Agreement shall be implemented in compliance with provisions under Article 7 (Suspension and Termination) and Article 9 (Breach). The provisions of this agreement shall be binding on both Parties unless the Agreement is terminated in case of the followings:

3.1.1 Termination by the subscriber

3.1.2 Due to the expiry of Irancell’s License Agreement.

3.2 Any request raised by the subscriber before Irancell service centers shall be considered as a request from Irancell, to be assessed by the same.

Note: If the subscriber receives a SIM Card upon conclusion of another agreement, the terms and conditions thereunder shall apply, whether that SIM Card is or will be activated.

4.1 The tariffs applicable to the services contemplated in this document have been fixed in accordance with the provisions approved by CRC.

Note: The subscriber, on top of the approved tariffs by CRC, is bound to pay all the legal duties and taxes which are applicable to the provided services.

4.2 Unless it has the sufficient credit and pays the charges before hand by purchasing promotional plans or packs, the subscriber will not be allowed to use Irancell network.

4.3 The subscriber shall pay, based on the tariffs fixed in accordance with CRC resolutions, the costs of SIM Card, Network Services and any of the products or services provided by Irancell, whether or not such services are used by the subscriber.

Note: The pack and service fees shall not be refunded.

Any changes to the tariffs in accordance with CRC resolutions will be applicable only after informing the subscribers.

5.1 Irancell may, at its own discretion and subject to CRA regulations and instruction, provide VAS and set tariffs in accordance with CRC resolutions, or terminate rendering such services. In case Irancell terminates offering VAS for which it receives subscription fee, then no further charges would be received from the subscriber for these services. Where the subscriber uses a pack which provides free VAS, Irancell may at its own discretion and without notifying the subscriber vary, discontinue or substitute any of such VAS without reducing any of the monthly service charges or providing any refund.

5.2 Irancell undertakes to provide its services in the same order it is announced in its advertisements and marketing.

5.3 Irancell is bound not to prevent or restrict the Subscriber’s access to the services herein except where the laws and regulations set otherwise.

Note 1: MNP will be established for the Subscriber under the condition that the cost of following services is refunded. These services are gift SIMs, SIM Cards with promotion plans and special conditions, authorized free services, SIM Cards with debt or free swapped SIM Cards as well as equipment provided to the Subscribers for free or with discount. Irancell undertakes to inform the Subscriber regarding the cost of the mentioned services and the details influencing the costs and provide the services once the Subscriber approves such costs at the time of concluding the purchase agreement.

Note 2: The Subscriber whose number is ported may transfer his/her subscription to another person only via base operator, upon settlement of accounts with the receiving operator.

5.4 Irancell shall inform the Subscriber regarding any probable damage that may be inflicted to the Subscriber from the services herein and also provide preventive measures to raise their awareness. Otherwise, in addition its legal responsibilities, Irancell shall compensate any damage incurred to the Subscriber.

5.5 Irancell undertakes to ensure confidentiality of the subscribers’ communications, information and privacy and also it shall inform the Subscriber regarding any probable damage or threat in order to protect their personal information with regard to ITS services provided.

5.6 Irancell is bound to prevent any unauthorized access to subscribers’ communications and personal information that may occur through monitoring of services’ functions and it shall obey the relevant rules and regulations in this regard.

5.7 Irancell shall provide the Services under this Agreement on a 24/7 basis and shall also provide support services for its subscribers 24 hours a day, 7 days a week as well as on holidays through 700 from Irancell SIM Card or 09377000000 from other lines and shall be accountable in respect of any complaints and problems.

Note: Irancell shall communicate the Subscriber through 09351000000 or via SMS with IRANCELL name. 5.8 Irancell shall be liable to the subscribers to the extent of its License obligations and it shall have no other obligations to the subscribers beyond this.

6.1 The Subscriber undertakes to choose the services with full awareness regarding the service costs, payment methods and network coverage and observe the provisions under the Agreement.

6.2 The Subscriber is not authorized to transfer the obligations and services hereunder partially or wholly to others. Since the services are provided solely to the person the SIM Card is registered under its name, the Subscriber undertakes to register for the SIM Card according to Irancell instructions and provide its identification documents. In case the information presented for registration are false or inaccurate, the SIM Card will be deactivated or suspended as the case maybe.

Note: If the Subscriber decides to transfer the SIM Card to a third party, all Irancell’s regulations in this regard should be observed. In case SIM Card ownership is transferred to another person, the Subscriber shall immediately inform Irancell, as required, and follow the change of ownership process determined by Irancell.

Before the completion of new Registration process, the Subscriber shall remain liable for all the Charges pertaining to such SIM Card as well as any related legal and criminal consequences. The transferee (i.e. new SIM card owner) shall record its particulars in the related forms and submit its identification documents. In case it is proved that the SIMCard is transferred to a third party without observing the transfer regulations, Irancell may deactivate the SIM Card, withthe Subscriber having no rights to claim in this regard.

6.3 As the MSISDNs allocated to Subscribers are part of national resources, the Subscriber accepts and acknowledges that after termination of the Agreement, he/she has no proprietary rights, ownership, or other rights against the MSISDN, ID, e-mail address and IDs provided by Irancell and cannot gain such rights through distribution, usage, etc. Likewise, the Subscriber retains no IP right or interest in connection with the software, the MSISDN and the international mobile subscriber identity (IMSI) of each SIM Card.

6.4 The Subscriber undertakes not to use Network Services for improper, immoral, or illegal purposes. It also undertakes not to use Network Services in a way to inflict damages on individuals or their properties, or cause any disturbance in Network or Network Services of Irancell or any other operator. In such a case, the Subscriber shall be solely responsible for all the subsequences resulting from this act. The owner shall be responsible for any consequences arising from misuse of provided lines and Services or for any actions in contradiction to the applicable rules and regulations.

6.5 The Subscriber undertakes not to use the SIM card for commercial purposes and for sending bulk SMSs. In case, the Subscriber intends to use the SIM card for commercial purposes including but not limited to sending bulk SMSs, it shall submit a request to Irancell or any of the subordinate companies and apply for commercial panels.

Note: In case a breach in respect of any of the services rendered to the Subscriber is established by the competent authorities, the Operator may terminate the present Agreement or limit the scope thereof and/or the previous agreement/s entered into in relation to the services and the SIM cards.

6.6 The Subscriber hereby undertake to observe the applicable laws and regulations of the Islamic Republic of Iran related to the subject matter of the Agreement and the instructions issued and communicated by the related authorities through Irancell portal or other relevant channels.

6.7 In case any change is made in the contact details of Subscriber (including telephone number and/or email address), s/he shall inform Irancell of such changes. Failing which, s/he shall be responsible for any problem resulted from not receiving the information duly communicated by Irancell.

6.8 The Subscriber shall only use terminal equipment (SIM Card compatible devices) approved by CRA and/or National Standards Organization and comply with all relevant legislation and regulations imposed by any competent authority as well as the directives issued by Irancell with regard to the use of terminal equipment, Network Services and SIM Cards. Irancell shall not be held liable for any defect or problem resulted from using non-standard or faulty handset. Such fact has also been communicated prior to conclusion of the Agreement.

6.9 All the requests by the Subscriber for Agreement termination, change of name, contact number, address and the like shall be sent to Irancell through Irancell service centers.

6.10 International roaming service is active by default on all Irancell SIM Cards and can be used if the adequate airtime is available. Roaming service will be provided by Irancell in case there is an agreement in place with the country of travel destination, with Irancell having no obligation to provide such services at all countries. For having access to the list of countries party to contract with Irancell and the rate of roaming tariffs, the Subscribers may visit Irancell website at www.irancell.ir.

6.11 Irancell similarly reserves the right to bar a SIM Card from making international calls or sending international SMS, upon informing the customer, if it is of the view that international roaming service is being abused through that SIM Card.

6.12 Traffic shall be transferred only through the authorized channels and solely by Irancell using the infrastructure network; therefore, Subscribers are not allowed to transfer traffic through any other route.

In case of detecting any unauthorized transferred traffic, Subscriber’s SIM Card will be suspended and the perpetrator will be introduced to respective authorities, as the case may be.

Note: Subscriber shall inform Irancell immediately upon learning about any offense or crime regarding unauthorized telecom and cyber communications using his/her SIM Card; otherwise the consequences shall rest upon the Subscriber.

6.13 In case the SIM Card is damaged, lost or stolen, the Subscriber shall immediately and reasonably notify Irancell of the incident; otherwise the consequences resulting from any probable misuse of the SIM Card and the respective responsibilities shall rest upon the Subscriber. Until such notification, the Subscriber shall remain liable for all costs and charges pertaining to such SIM Card.

Irancell shall, as soon as reasonably possible following the Subscriber’s request, issue a replacement SIM Card for the Subscriber who will be responsible to pay its cost as per CRC tariffs.

Such loss, theft or damage of a SIM Card, the issue of a replacement SIM Card and/or allocation of a new MSISDN for any reason whatsoever, shall in no way be deemed to terminate this Agreement.

In case of any of the following, Irancell may suspend Subscriber’s access to Network Services and/or terminate the Agreement:

7.1.1 When some measures are required to be taken for changing, maintaining or modifying the Network or Network services, in accordance with the provisions under the License Agreement;

7.1.2 When the Subscriber fails to perform any of his obligations or breaches any terms hereunder.

7.2 In case of any offense or misuse of the SIM Card by the Subscriber, Irancell may suspend the same. If the offense is ascertained, Irancell may deactivate the SIM Card as well.

In cases where the Subscriber breaches any of the conditions of this Agreement or resolutions of CRC, Irancell may, forthwith and without notice to the Subscriber, observe the respective rules and regulations and suspend some or all of the services for a specific period of time, deregister the SIM Card, call for specific performance of all the Subscriber’s obligations and payment of all his/her debts and ask for indemnification of incurred damages. It is noteworthy that the above will not prejudice Irancell’s other legal rights.

9.1 The Subscriber further warrants that he/she has the authority to complete this application in relation to such SIM Card and MSISDN request.

9.2 The rights and obligations of the Subscriber in terms of this Agreement shall not be ceded or delegated to any third party.

9.3 The present Agreement includes all the regulations that shall apply to the relationship of the Parties at the time of using a SIM Card.

Moreover, the Subscriber admits and acknowledges that if new rules are drawn up (including CRC resolutions without limitation) or if alterations are made to the provisions under this Agreement, changes shall be binding on the Parties after being approved by CRA and notified to the Subscriber. Evidently, in such cases the Subscriber may decide to either continue or terminate the Agreement.

9.4 No indulgence, leniency or extension of time, which Irancell may show to the Subscriber, shall in any way prejudice Irancell or preclude the same from exercising any of its rights in the future.9.5 The terms and conditions of using Irancell SIM Cards as well as its implementation and all disputes arising from its interpretation and disputes arising therefrom shall be governed by the laws of the Islamic Republic of Iran and License Agreement.

9.6 By signing this Agreement and starting to use network services, the Subscriber (a) warrants that the information and documents provided to Irancell are true and correct; and (b) consents to the jurisdiction of the courts of Iran in relation to any actions or proceedings instituted against the Subscriber as per the provisions of this Agreement.

9.7 Any document issued by each division of Irancell indicating the Subscriber’s debts, will be considered an acceptable evidence against the Subscriber.

9.8 If any term, condition, agreement, requirement or provision contained in this Agreement is held by any competent court to be unenforceable, illegal, void or contrary to public policy, it will be of no effect whatsoever upon the binding force of other provisions under this Agreement. In such cases, the Parties are deemed to have signed this Agreement without the said term, condition, agreement, requirement or provision.

9.9 Hereby the Subscriber authorizes Irancell to disclose to third parties the Subscriber’s name, address, personal details and any other information available through the network, if it is requested by legal or judicial authorities or in the following cases: (a) to perform its obligations under this Agreement or the License Agreement; (b) to provide necessary network services to the Subscriber, or to provide directory, services and information related to network repair or to provide services to network users in general; provided that Irancell disclose the subscriber’s confidential information solely upon observation of Privacy Policy.

9.10 The address stipulated in Article 1 hereunder or the Annexures are the Parties’ legal domicile used for sending any notification or documents related to this Agreement.

9.11 The Subscriber is entitled to change his/her address, upon sending a written notice to the other Party, to any other address other than a PO Box and post restante within the territory of the Islamic Republic of Iran.

9.12 The notices which are delivered in person during working hours of the addressee at the addressee’s domicile, shall be deemed to have been duly received at the time of delivery, unless the contrary is proved by the addressee. Should the Subscriber or his/her representative receive the notice at Irancell’s domicile, it shall be deemed to have been received at the time of delivery.

9.13 In the event that Irancell institutes legal proceedings against the Subscriber to recover the amounts payable by the Subscriber or take any other legal measures arising out of this Agreement, the Subscriber shall be liable for all related costs.

9.14 The Subscriber shall be responsible to pay any banking, civil or administration fees in the event of failure to pay the amounts or perform other obligations as set out under this Agreement.

9.15 The Subscriber may either report or follow up any complaint regarding network accessibility via subscribers’ communication channels including, but not limited to, Irancell Call Center or refer the issue to MICT Complaint System, CRA or the representative appointed by CRA.

10.1. In case the Subscriber decides to change its tariff plan from Pre-paid to Post-paid (monthly payment plan), it has to send a request regarding SIM Card change from pre-paid to post-paid.

In this regard:

10.1.1. Subscriber shall increase SIM card Airtime by paying the difference of the tariff plan in use and the requested one.

10.1.2. Irancell is authorized to deduct the cost of the plan change from the Subscriber’s Airtime.

10.1.3. In case of changing the payment plan, the price of all the Value Added Services transferred to the new plan would be calculated based on the new tariff; unless otherwise have Irancell and Subscriber agreed in writing.

10.1.4. Prior to plan change request, Subscriber shall use up the Airtime of all its purchased plans before their expiry date. In case the remaining Airtime or Access Period cannot be transferred to the new plan, Irancell shall not be held responsible to compensate for the damages imposed on the Subscriber therefore.

If the Subscriber fails to activate its SIM Card or carry out any transaction within 90 days as of the Registration date, Irancell may do the following upon informing the Subscriber:

1. A) In case there is remaining Airtime in the Subscriber’s account after a three months period without any transaction carried out, Irancell shall deduct from the Subscriber’s Airtime an amount maximally equal to the basic tariff for 20 minutes of call made by postpaid SIM Cards.
2. B) If there is no Airtime remained in the account of the prepaid Subscribers or it is finished after the said deduction, Irancell shall be fully authorized to either hard suspend or deregister the SIM Card.

Subscriber undertakes to accept and do the following in order to use MMS:

1. A) Complete the relevant part of the Registration form regarding MMS or fill in and submit the relevant form directly provided by Irancell or its dealers afterwards.
2. B) Shall not use this service for mass commercial, political, cultural, and social advertising since such advertising shall only be possible after conclusion of an agreement with Irancell based on the current laws of the Islamic Republic of Iran.
3. C) Shall not send MMSs which include the following contents and are illegal: classified information, information jeopardizing national security, information related to the others privacy or any message destructing or outraging the individuals (natural persons or legal entities), virus messages, malicious software, virus games, worms, pornography, obscene messages against Iranian/Islamic codes of behavior, intimidating messages or all messages endangering natural persons or legal entities’ mental, economic and social security. In case of any breach in this regard, the Subscriber would be referred to the authorities as the case may be and the Service would be blocked for the Subscriber.