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Terms and Conditions of Supply
This Agreement is made effective as of the date between Numbergroup
Billing Services Ltd (hereinafter “Numbergroup”) a UK limited company, reg 7390302, with its
principal place of business at Colmore Plaza, Colmore Circus, Birmingham, UK and the applicant.
1. TERMS OF SALE/PROVISION OF SERVICES
1.1 Numbergroup agrees to provide services to the customer on the terms and conditions
of this Agreement once Numbergroup has accepted the Customer Order. Numbergroup will
have accepted the order upon the confirmation of the order, which will be in writing by email.
1.2 Telephone numbering allocations (DDI’s) are provided on a monthly rental basis @ 50p per number allocation, subject to a minimum charge of £10 per account per month for 10 telephone numbers.
1.3 The minimum period for the Services is twelve (12) months from the date on the initial order form and acceptance of terms of sale. This Agreement will continue after the expiry of the minimum period unless and until terminated by either party giving the other written notice, by email or hand delivered, to terminate the Agreement. In the case of notice given by the customer, the notice shall not become operative until Customer receives, by way of acknowledgement, a cancellation acceptance form signed by an appropriate person employed
by Numbergroup or sent from an appropriate Numbergroup email address.
1.4 The services are supplied subject to all limitations of the telecommunications network
including the risk of imposed prefix, number or call cost changes. In particular, Numbergroup is unable to guarantee that all overseas systems will be able to access Customer using the telephone number or that telephone keypads will use the same alphanumeric combinations as
are currently used in the UK.
1.5 Each order will comprise a separate contract between the parties, on the terms contained herein, unless the order specifies that it is an amendment to an existing contract and is agreed as such by Numbergroup to Customer.
1.6 Where an order covers more than one telephone number or service, each telephone number or Service shall be deemed the subject of a separate and severable Agreement.
1.7 Where Customer’s name or, if applicable, bank details, address or other part of the Customer’s submitted order form is incorrect or incomplete, Customer agrees that Numbergroup may still treat as Customer the individual or organization that applied for the
2. NUMBERGROUP AIMS
2.1 Numbergroup will use reasonable endeavors to provide the services, but Numbergroup shall not be liable for any failure resulting from factors outside its control. In particular,
Numbergroup is not responsible for the operation of the BT core telecommunications network.
2.2 Numbergroup reserves the right to improve or alter the services as it deems
appropriate, provided that such changes do not substantially change the nature of the services.
2.3 Numbergroup will provide an after-sales service contactable by telephone or e-mail.
2.4 Customer retains the overall ownership of numbers and the rights to porting or transferring numbers to other carriers/network providers.
2.4.1 The new operator has porting agreements in place with our number or service carriers.
2.4.2 Numbergroup notifies customers that the business, number range or service is being closed down or made unavailable.
2.4.3 Numbergroup cannot maintain the existing number or service originally rented by the customer.
2.4.4 Porting requests are subject to an administration charge of £40
charge per number, payable by Customer upon receipt of a porting request.
2.4.5 All telephone call charges will be published at www.numbergroup.com and are subject to change on a monthly basis following wholesale termination rate changes outside our control.
3. CUSTOMER RESPONSIBILITIES
Customer shall at all times:
3.1 Comply with any reasonable directions or instructions (including requests for help or information) issued from time to time by Numbergroup in connection with the Services, products supplied and payments required.
3.2 Pay Numbergroup under this Agreement on or before the due date for payment without set off or deduction, unless with the full authority and Agreement of Numbergroup in writing by either email, from an appropriate Numbergroup email account, or letter delivered by hand.
3.3 Insofar as is possible, warrant that the telephone numbers or services are not used in any unlawful, improper or damaging manner.
3.4 Indemnify and hold harmless Numbergroup against all liabilities, claims, damages,losses, costs and proceedings howsoever arising from any improper use of the services.
3.5 Indemnify and hold harmless Numbergroup against all liabilities, claims, damages,losses, costs and proceedings arising from a claim by a third party where the third party claims it has the right to prevent Customer from using the telephone number or service.
4. CHARGES AND PAYMENT
4.1 Numbergroup accepts payments by BACS/internet transfer, Direct Debit, Credit Card, or Cheque. If paying by direct debit, please note that Numbergroup Billing Services Ltd has appointed the BACS Approved Direct Debit Bureau, Eazy Collect Services Limited, www.eazycollect.co.uk, to collect your payments and Eazy Collect will be shown on your bank statements.
4.2 Charges are payable on invoice. Numbergroup will invoice monthly for the products and services supplied. If Charges are ascertainable in advance, such charges may be invoiced in advance. In respect of unascertainable future charges, such as call charges, Numbergroup may
require a reasonable security deposit. Numbergroup may notify customers of this requirement before accepting their order. Numbergroup may impose prepayments or deposits upon existing
customers if they have failed to pay on time or if present reasonable cause to do so.
4.3 Certain Services (e.g. diverts to mobile or international) have additional costs which are outside the control of Numbergroup. Where any such charges are increased to Numbergroup, Numbergroup shall forthwith increase its own charges for the same services. All such increases will be confirmed with Customer within ten days (10) business days of Numbergroup’s rate increase.
4.4 Revenue rebates will only be paid to a minimum invoice value of £50, unless otherwise agreed in writing by Numbergroup.
4.5 Invoices are payable within 10-30 days or by the date specified on the invoice.
4.6 Overdue payments shall be subject to a fixed sum penalty or interest at an annual rate equal to the statutory interest rate chargeable under the Late Payment of Commercial Debts (Interest) Act 1998 both before and after judgment.
4.7 Charges are exclusive of value-added tax, currently 20%.
4.8 Numbergroup shall, in respect of each service, be entitled to review and vary from time to time the charges and introduce new charges.
4.8.1 Termination of this Agreement in respect or of any numbers or services provided. Numbergroup will pro-rata charges for the time elapsed since order application or annual renewal date. Late payment and administration charges may be maintained.
4.9 Customer shall not dispute the amount of any operator-generated charges except to the extent that Numbergroup is entitled to dispute such charges with the operator.
5.1 The customer shall be entitled to receive revenue from Numbergroup based on the minutes of call time generated by the use of a number that generates a rebate as recorded in data supplied to Numbergroup by the operator, which shall be conclusive for the purpose of calculating revenue rebates allowed.
5.2 The rate at which revenue shall be paid shall be agreed between the parties and referenced in an Annex attached to this Agreement. The Annex is, by said attachment, incorporated into this Agreement.
5.3 Numbergroup shall pay revenue on a monthly basis in arrears, by producing an invoice from the applicant based on the figures recorded by our systems, subject to a minimum value of £50 British Pounds.
5.4 Numbergroup shall be entitled to withhold revenue due to Customer:
5.4.1 upon the suspension, termination or cancellation of the number or services provided, if payments due have not been made within thirty (30) days of final invoice;
5.4.2 if Numbergroup suspects Customer is in breach of any term of this Agreement or any other Agreement between the parties, and Customer has not affirmed lack of breach or cured the breach within thirty (30) days of notice of Numbergroup’s concern;
5.4.3 if Numbergroup suspects Customer has increased its entitlement to revenue by fraudulent or improper means, and Customer has not provided reasonable assurance of propriety within thirty (30) days of notice of Numbergroup’s concern;
5.4.4 if Numbergroup has not received the corresponding payment from the operator.
5.5 Numbergroup shall be entitled to set off any charges due to Numbergroup against revenue due to Customer, that is in excess of 90 days past due.
6.1 Numbergroup does not exclude or restrict any liability to Customer for death or personal injury attributable to its own negligence or that of its employees or agents.
6.2 Numbergroup shall exercise reasonable skill and care in the provision of the numbers
and services supplied.
6.3 Except as stated expressly otherwise in this Agreement, in relation to the provision of
services, Numbergroup shall have no obligation, duty or liability in or for contract, tort (including negligence and breach of statutory duty) or otherwise and all other conditions, warranties, terms representations and undertaking, express or implied (whether they are
implied by statute, common law or in any other way) are excluded to the fullest extent permitted by law.
6.4 Where any service has been continuously unavailable to a customer for a period of more than seven (7) days, not as a result of any action or omission of the Customer, the Customer may apply to Numbergroup for a rebate of any time based charges in respect of the
unavailable period and Numbergroup shall allow Customer a proportionate rebate of such time based charges. Numbergroup shall have no other liability for failure or unavailability of the
6.5 Numbergroup shall not be liable for any indirect or consequential losses, damage or expenses suffered by Customer including (but not limited to) loss of anticipated sales profits or savings, goodwill, business contracts or losses resulting from third party claims. Customer shall not be liable to Numbergroup for any indirect or consequential losses, damage, or expenses suffered by Numbergroup.
7. SUSPENSION OF SERVICES
7.1 Numbergroup may suspend all or part of the services or any of them for so long as reasonably required or disconnect the telephone number at any time without notice if:
7.1.1 Customer is in material breach of this Agreement or any other
Agreement between the parties, and Numbergroup has notified Customer
and provided a commercially reasonable time for Customer to cure the
7.1.2 Customer acts in such a way or permits anything to be done which, in the reasonable opinion of Numbergroup, relates to the Services and may impair or jeopardize the operation of the Services or any part of the telecommunications network;
7.1.3 Required to do so directly or indirectly by law, the operator, OFCOM or ICSTIS;
7.1.4 Required for modification or maintenance or in cases of emergency;
7.1.5 Numbergroup has reason to believe the Services are being used for unlawful, fraudulent or improper purposes; and Numbergroup has notified Customer and provided a commercially reasonable time for Customer to remedy the shortcoming;
7.1.6 Payments or pre-payments for any charges fail or are not received by Numbergroup on or before the due date, as specified by Numbergroup; however, at least two (2) days notice will be given prior to suspension for non-payment.
8. DATA PROTECTION ACT
8.1 Information Customer provides to Numbergroup about private individuals relevant to Numbergroup dealings with Customer will be stored within Numbergroup computer systems, and may not be disclosed to any third party for any reason without the express written consent
8.2 For the purpose of the Data Protection Act 1998 (“the Act”), Numbergroup needs to specify the purposes for which it will use that information. It will of course only use it for legitimate purposes, including:
8.2.1 Communicating with the individuals concerned as necessary in connection with the Customer’s dealings with Numbergroup; however, this communication is limited to Customer’s directors, officers, and designated employees as related to a specified task or concern. Numbergroup shall not contact, for any reason, any of Customer’s End Users whose numbers are processed through Numbergroup.
8.2.2 Communicating with Customer in connection with Numbergroup services generally;
8.2.3 Providing it to third parties as required by Customer or the law or as necessary in connection with Customer’s dealings with Numbergroup.
8.3 Numbergroup is permitted under the Act to hold and use personal data for the purposes specified above. It will not process such data provided by Customer otherwise than for those purposes or as otherwise required by Customer.
8.4 Customer must only use the calling line identity of the calling party for billing and fraud prevention purposes. Customers who receive this data must also register with the Information
Commissioner’s Office http://www.ico.gov.uk/.
9. TERMINATION OF AGREEMENT
9.1 Either party may terminate this Agreement for any reason with thirty (30) days written notice to the other Party, at the addresses specified herein.
9.2 In the event Customer terminates the Agreement, Customer shall be liable for any outstanding charges accrued or incurred or scheduled to incur before the date of termination and will be required to pay Numbergroup including any applicable penalty fees.
9.3 Numbergroup may terminate this Agreement immediately by notice in writing, including email to the Customer if:
9.3.1 The Customer is in breach of any of the terms of this Agreement or any other Agreement between the parties and does not remedy the breach within two (2) days of the date of written notice from Numbergroup specifying the breach and requiring it to be remedied;
9.3.2 Any license, permission, Agreement or authorization granted to the operator or to Numbergroup necessary for the provision of the services is suspended, revoked or terminated; or
9.3.3 Numbergroup is unable to recover from the operator revenue payments due to the Customer.
9.4 Numbergroup may terminate this Agreement immediately without written notice, if it has reasonable reason to believe outstanding charges or debts will not be paid when due.
9.5 Any termination of this Agreement shall be without prejudice to the rights of either party accrued to the date of termination.
9.6 Numbergroup does not requires a minimum notice of termination of any Agreements, products and services supplied by Numbergroup to Customer, unless otherwise agreed by an appropriate officer of Numbergroup in writing, including email.
10.1 Customer acknowledges that it has not been induced to enter into this Agreement by any representations made before or on entering into this Agreement (whether made negligently or innocently or whether oral or written) and that it has only relied upon matters
set out in this Agreement in deciding to enter into this Agreement.
10.2 Neither party shall assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights
or obligations under this Agreement. However, either may assign, sell, transfer, delegate or otherwise dispose of this Agreement or any of its rights and obligations hereunder as part of a merger, consolidation, corporate reorganization, sale of all or substantially all of its assets, sale of stock, change of name or like event. Any purported assignment, sale, transfer, delegation or other disposition, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
10.3 Customer agrees that Numbergroup may from time to time use third party companies for billing call charges, collecting direct debits, credit card payments, and outstanding debts. Numbergroup retains all rights in respect to its billing, collection and business partners for any activities required. Any such third parties shall be held to the same standard of care as those established by this Agreement and any subsequent addendums.
10.3 If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.
10.4 The waiver by either party of a breach of or a default under any provision of this Agreement, shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor
shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
10.5 This Agreement is to be construed in accordance with and governed by the internal laws of the UK, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal law of the UK to the rights and duties of the parties.
10.6 Each party is an independent contractor of the other party and neither party’s personnel are employees or agents of the other party for any purpose whatsoever. Except for the specific obligations set forth in this Agreement, nothing hereunder shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor shall anything in this Agreement be deemed to constitute either party the agent or representative of the other.
10.7 All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered by hand or upon confirmed receipt of a facsimile transmission, (b) two (2) days after mailing, postage prepaid, by registered or certified mail,
return receipt requested, to the below address or such other address as either party shall specify in a written notice to the other given in accordance with this Section, or (c) by email, for certain purposes, as specified in this Agreement.
The Notice to Numbergroup shall be:
Attention: Kim Rushton
10.8 Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
10.9 This Agreement constitutes the entire Agreement of the parties hereto with respect to its subject matter and may be amended or modified only in writing and signed by duly authorized officers of both parties. This Agreement supersedes all prior and contemporaneous
Agreements, written or oral, regarding its subject matter.