THIS AGREEMENT is made between:-
(1) Numbergroup Utilities Ltd (company no. 07390438) "Numbergroup" whose registered office is at 207 Regent Street, London, W1B 3HH, UK and
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY SET OUT THE AGREEMENT BETWEEN YOU AND NUMBERGROUP AND YOUR RIGHTS AND OBLIGATIONS. IN PARTICULAR, YOUR ATTENTION IS DRAWN TO CLAUSES 3.1, 3.5, 5.2, 7, 9 & 10.9.
Your agreement with us (this "Agreement") is made up of the following documents:
(i) The Order Form or Voice Recording (as applicable);
(ii) Any Product Specific Terms and Conditions together with any Schedules and Appendices attached;
(iii) These General Terms and Conditions;
(iv) The relevant Tariffs for the Services (where applicable); and
(v) Any further conditions relating to specific services (were set out in an applicable schedule).
The documents are listed in order of precedence. In the event of an express conflict between the documents above, whichever is higher on the list will take precedence. In the absence of an express conflict, the terms and conditions referred to above are supplemental to one another. All terms and conditions are available at https://www.numbergroup.com/terms.
In this document, references to "Us", "We", and "Numbergroup" shall mean Numbergroup Utilities Limited.
References to "You", "Your", and "Customer" shall mean the customer entering into this agreement.
References to "Both of us" or "the Parties" shall mean you and us.
"Act" means the Communications Act 2003 and any amendments to the Act from time to time or any subsequent substitution thereof.
"Airtime Service Provider" means a third party supplying airtime services to the customer.
"Change of Control" means in relation to the customer where there is a material change in the exercise, control or holding of the voting shares (unless this is due to an internal group reorganisation).
"Numbergroup" means Numbergroup Utilities Limited (also trading as Numbergroup), whose registered office is at 207 Regent Street, London, W1B 3HH (registered number 07390438).
"Commencement Date" means the date upon which the customer either signs the contract or if the service(s) have been ordered over the telephone or via the internet, the date upon which the customer agrees to the terms of this contract.
"Connection Date" means the date of the connection of the service(s).
"Credit Limit" means the monthly amount (if any) of charge Numbergroup has determined cannot be exceeded by the customer.
"Customer" means the person or company so named on the agreement. Numbergroup reserves the right to deal with anyone reasonably appearing to Numbergroup to be acting with the customer's authority or permission. We only provide services to business customers, this is NOT a residential service.
"Direct Debit" means any request(s) for any payment or series of payments by bank direct debit payment method.
"Early Termination Charges" means any charges which become due and payable to Numbergroup if the customer decides to end the contract before the end of the minimum term and (if applicable) where the customer has not achieved the minimum call spend as at the date of the notice of termination.
"Equipment" means any equipment or product (including, for the avoidance of doubt, mobile telephones) supplied by Numbergroup or any third party on behalf of Numbergroup to the customer.
"Minimum Call Spend" is the spending the customer has committed to over the minimum term set out in this agreement.
"Minimum Term" means the minimum period of 1 day from the commencement date or other period as prescribed for the relevant service or as is otherwise detailed in the agreement.
"Mobile Services" means the provision of services in relation to mobile telephony.
"Rebate" means where any Services (if any) comprise or include services where an amount is paid by Numbergroup to the customer by way of a return on what has already been paid ("Rebate Service" shall be construed accordingly).
"Service Credit" means the amounts payable (if any) by Numbergroup to the customer in accordance with clause 2.17.
"Service Failure" means any failure, error or defect in the provision of the Service(s) by Numbergroup but excludes failures, errors or defects arising from, caused or contributed to by the customer's acts and/or omissions of third parties, including, but not limited to, any third party operator of the communications services or equipment or anything that arises as a result of something beyond Numbergroup's reasonable control.
"Service Level" is the standard of performance (if any) in relation to a Service(s)
"Services" means the provision of telecom services and/or equipment and/or mobile services and/or fraud monitoring, line assurance and services provided by Numbergroup relating to the Internet and any related service provided by Numbergroup to the customer under this agreement.
"Small Business Customer" has the meaning as set out in the OFCOM General Conditions from time to time and currently means a customer who is neither himself a communications provider nor a person who is such a customer in respect of an undertaking carried on by him for which more than 10 individuals work (whether as employees or volunteers or otherwise).
2.1 Save as provided in these terms and conditions, Numbergroup shall provide the customer with such services and equipment as requested. Any use of the services or payment for the services is deemed acceptance of these terms and conditions:
In respect of fraud monitoring, line assurance and other services, the additional terms and conditions set out on our website shall be deemed to be incorporated herein. Numbergroup shall only become liable to supply services to the customer once satisfactory responses to credit checks and criminal bureau checks have been received by Numbergroup and (where appropriate) any airtime service provider. Numbergroup will monitor and record information relating to a customer's trade performance. Such records will be made available to credit reference agencies, who may share that information with other businesses in assessing credit and fraud prevention applications.
2.2 The customer shall be responsible for safe keeping and safe and proper use of the services and any related Equipment after installation of the services, and the customer undertakes in particular:
2.2.1 Not to cause any attachments other than those approved for connection under the Act to be connected to any equipment.
2.2.2 Not to contravene the Act or any other relevant regulations or licences.
2.2.3 Not to allow any unauthorised access to the equipment or the services.
2.3 The customer hereby agrees that its apparatus shall at all times conform to the standard or standards (if any) for the time being designated under the Act, and Numbergroup shall not be under any obligation to connect or keep connected any customer apparatus if it does not comply or if in the reasonable opinion of Numbergroup it is likely to cause death, personal injury, damage or to impair the quality of any services provided by Numbergroup.
2.4 The customer undertakes to use the services in accordance with the Act and Numbergroup's acceptable use policy and fair usage policy (as published from time to time at www.numbergroup.com/terms), and the customer further undertakes not to use the services and to procure that none of its employees uses the services:
2.4.1 As a means of communication for a purpose other than that for which the services are provided, and:
2.4.2 For the transmission or receipt of any material which is defamatory, offensive or of an abusive or menacing character or otherwise is in breach of Numbergroup's acceptable use policy.
2.5 Any equipment supplied by Numbergroup further to a rental agreement remains the property of Numbergroup and must be made available for collection on the expiry or termination of this agreement.
2.6 The customer will not procure or be a party to an agreement or arrangement to provide or receive telecommunications material, services or services similar to the services by telecommunication provision via the equipment without the permission of Numbergroup in writing the prior payment in full for the equipment. For the avoidance of doubt, the use and/or provision of services using the equipment and/or services which may be deemed by the airtime services provider as a gateway is a material breach of this agreement.
2.7 The customer shall not publicise any number in any way or commit to any advertising or publicity until it has received from Numbergroup in writing confirmation that the number is live and tested. Numbergroup will use reasonable endeavours to provide you with the services by the dates agreed with you and to continue to provide the services until this agreement is terminated. Numbergroup will not be liable for any loss or damage should the service not commence or restart on the agreed date. Where Numbergroup is supplying network services as part of the services, the customer must provide Numbergroup details of all the related services it wishes to receive relating to any telephone number the customer wishes to use. Numbergroup will provide network services through such party as it deems appropriate.
2.8 The customer shall give Numbergroup at least 30 days written notice in the event that above-average use of the services is likely to occur. Numbergroup shall not be liable for failure/withdrawal of any part of the services should such notice not be given.
2.9 Numbergroup's acceptable use policy and fair usage policy form part of this agreement and include any restrictions imposed on Numbergroup by the provider to it of the services and/or equipment and are designed to protect the level and quality of the services that Numbergroup offers to all of its customers and permits Numbergroup to regulate the customer's use of the services. The customer acknowledges that, in respect of any broadband speeds, any speeds quoted by Numbergroup are approximate only and that the level of service that can be obtained by the customer will be dependent on factors outside the control of Numbergroup, including but not limited to the geographical proximity of the customer to the local exchange and the quality of the infrastructure serving the customer's premises.
2.10 The customer hereby specifically authorises Numbergroup to send/resend CPS during this agreement's continuance and waives Numbergroup's obligation to notify it of the same being done. If the customer wishes to receive such notification, they must inform Numbergroup in writing.
2.11 Where Numbergroup provides software to the customer as part of the services and/or equipment Numbergroup, the customer acknowledges that, unless otherwise set out in this agreement, all intellectual property rights in any such software and/or equipment remain with Numbergroup or its suppliers or licensors. Numbergroup hereby grants a non-exclusive licence of the software to the customer solely for the use of the same by the customer in connection with the services and/or equipment. This licence automatically terminates on termination of this agreement. Numbergroup does not warrant that the software will be error-free, and the customer hereby agrees to make a proper backup of all data. The customer agrees that it will not copy, decompile or modify the software without the prior written consent of Numbergroup and will not distribute the software to any third party.
2.12 Where Numbergroup incur site survey, provisioning, engineering or other fees (whether it's own or to a third party) associated with meeting the customer's requirements and/or subsequently, the line does not become operational for any reason. Numbergroup has the right to charge the customer fees of up to £120 per line together with any charges levied on Numbergroup by a third party in bringing the associated infrastructure up to the relevant standard.
2.12.1 If the customer instructs Numbergroup to port the provision of a standard NGN (non-geographic number) or standard GN (geographic number), Numbergroup has the right to charge the customer a fee of £99.00 for each telephone number.
2.12.2 If the customer instructs Numbergroup to port the provision of a memorable NGN (non-geographic number) or memorable GN (geographic number), Numbergroup has the right to charge the customer a number porting fee of equivalent to 36 (Thirty-Six) x monthly rental fee associated with each memorable telephone number.
2.13 Where the customer is a small business customer, they have the right to cancel the agreement within 7 days of the contract date. Cancellation can be made by notifying Numbergroup by fax, email or telephone. Any services used within this period will be chargeable. Any third-party costs incurred by Numbergroup within this period at the customer's request will be chargeable. Cancellation charges may apply if the service is terminated outside the prescribed timescale. Small Business customers may have additional rights in respect of contract renewal periods. Please see www.ofcom.org.uk for further information.
2.13.1 Where the customer is not a small business customer but is entitled or permitted by Numbergroup to cancel the agreement during any initial cancellation period, any services used within this period will be chargeable, and any third-party costs (including cancellation fees) incurred by Numbergroup within this period at the request of the customer will be chargeable. Cancellation charges may apply if the service is terminated outside the prescribed timescale.
2.14 Where the customer is a small business customer, they have the right to take unresolved complaints to an approved alternative dispute resolution agency eight weeks after the complaint was made. Ombudsman Service is an independent approved alternative dispute resolution agency which provides this service free of charge:
Email firstname.lastname@example.org Call 03304401614
2.15 Where Numbergroup allocates a telephone number or code to the customer as part of the services, the customer acknowledges that they will not acquire any legal, equitable or other rights in relation to any such telephone numbers or codes. Numbergroup can withdraw or change telephone numbers or codes but will only do so if it is required under legal or regulatory changes.
2.16 Numbergroup will provide the service(s) in accordance with the terms of this agreement and shall use reasonable skill and care when providing the service(s).
2.17 Numbergroup does not guarantee that the services will be continuously available or free from service failures.
2.18 If a service level is not achieved by Numbergroup as a result of a service failure, Numbergroup will, subject to Clause 7, pay the customer a service credit.
3.1 The obligations for each of the parties start on the following dates:
3.1.1 (a) The customer's obligations start on the commencement date and will continue for the minimum term and thereafter for further periods, each equivalent to the minimum term until terminated by either party giving to the other not less than 1 day prior written notice.
3.1.1 (b) Where the customer has provided notice in accordance with Clause 3.1 but fails to transfer their services away from Numbergroup within 30 days following the expiry of the minimum term or the expiry of any subsequent period, this will be deemed as acceptance by the customer of continuing to contract with Numbergroup for a further period equivalent to the minimum term (unless Numbergroup agrees otherwise).
3.1.2 Numbergroup's obligations start on the connection date.
3.2 Either party shall be entitled forthwith to suspend and/or terminate this agreement by giving written notice to the other if:
3.2.1 The other commits a continuing or material breach of this agreement and, if the breach is capable of remedy, fails to remedy it within 14 days (but 7 days in the case of failure by the customer to pay the charges) after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
3.2.2 An administrator takes possession, or a receiver is appointed over any of the property or assets of the other party. The other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, the other party becomes bankrupt or goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and so that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other party under this agreement); or
3.2.3 The other party ceases or threatens to cease to carry on business.
3.3 Numbergroup may terminate this agreement immediately if:
3.3.1 Any licence or agreement under which Numbergroup or the customer has the right to run its telecommunications system and in the case of the customer connecting it to the Numbergroup system is revoked, amended or otherwise ceases to be valid; or
3.3.2 The customer is suspected, in the reasonable opinion of Numbergroup, of involvement with fraud or attempted fraud in connection with the use of the services or this agreement;
3.3.3 Numbergroup is instructed by OFCOM or any other competent legal or regulatory authority to stop providing the service(s) to the customer;
3.3.4 The customer has breached the agreement in such a way that Numbergroup could be in breach of any Legislation and/or in breach of any agreements with its third-party providers required to provide the service(s);
3.3.5 The customer commits persistent non-material breaches (which, in aggregate, amount to a material breach);
3.3.6 Numbergroup reasonably suspects that the customer is unable to pay or is refusing to pay Numbergroup charges and/or budget plan payments;
3.3.7 A change of control takes place or is proposed.
3.4 For clause 3.2, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than the time of performance (provided that time of performance is not of the essence).
3.5 The customer can terminate this agreement by giving Numbergroup 1 day's written notice:
3.5.1 for convenience before the end of the Minimum Term, but acknowledges that Numbergroup shall NOT be entitled to invoice the customer any early termination charges for either the agreed minimum spend levels that the customer would have paid for had they not terminated the agreement early or if there are no minimum spend levels, the average charges over the previous six months' invoices before the date of termination times by the remaining months of the minimum term.
3.5.2 If Numbergroup changes the Terms and Conditions pursuant to clause 10.2 For the avoidance of doubt, if the customer terminates pursuant to this clause 3.5.2, there shall be no early termination charges incurred by the customer to Numbergroup.
3.6 A waiver by either party of a breach of a provision of this agreement shall not be considered a waiver of a subsequent breach of the same or another provision.
3.7 In the event of termination by either party for any reason:
(a) Numbergroup shall be entitled to recover from the customer:
(i) the equipment or the cost thereof as appropriate, including, where appropriate, but not limited to, the cost of installing or removing the equipment;
(ii) all liabilities, claims, costs, losses and expenses incurred by Numbergroup (including the initial CPS and engineering costs of providing the services);
(iii) all losses suffered by Numbergroup by way of third-party claw-back where such claw-back is due to the breach by the customer of this agreement or the third party agreement; and
3.7.1 Until the customer has transferred to a new provider, Numbergroup shall be entitled to amend its charges to its standard published usage charges upon giving the customer one month's written notice of any such change. Any such charge increase will be effective for any use of the services after the date of such notice.
3.7.2 Leased lines and certain other services may incur additional charges due to third-party termination costs incurred by Numbergroup. Please enquire for details of applicable charges.
3.8 The rights to terminate this Agreement given by clause 3 shall not prejudice either party's other right or remedy in respect of the breach (if any) or any other breach. Continued use of the services post-termination will result in Numbergroup levying its standard published usage charges for all services used, which the customer shall pay immediately upon demand.
3.9 Where the customer cancels part only of a bundle of services, Numbergroup reserves the right (in addition to its rights under clause 3.7) to charge the customer for the services so cancelled in accordance with Clause 3.6 and to amend charges to the customer for the remaining services to its standard rates.
4.1 To enable Numbergroup to comply with its obligations under the agreement:
4.1.1 The customer shall allow or procure permission for Numbergroup and any other person(s) authorised by Numbergroup to have reasonable access to the customer's premises and the services' connection points or, where network connection services form part of the services, such location on the customer's premises and/or any neighbouring premises as Numbergroup reasonably requires and shall at all times provide such reasonable assistance as Numbergroup requests.
4.1.2 Numbergroup will endeavour to carry out work by appointment and during normal working hours but may request the customer to provide access at other times. If Numbergroup carries out work outside its normal working hours at the customer's request, the customer will be responsible for Numbergroup's reasonable additional charges.
4.1.3 Unless otherwise agreed, the customer shall, at its own expense, carry out such site preparations as Numbergroup may reasonably require. Where a site survey is carried out, the costs thereof and any required work identified in the survey shall be borne by the customer.
4.2 If the customer requests maintenance or repair work found to be unnecessary or results from an act or omission of the customer, Numbergroup will charge for the work and the costs incurred.
4.3 The customer authorises Numbergroup, its dealers, and agents to reprogram or remove existing access equipment to provide the services. If the work is undertaken by the customer's existing maintainer and not Numbergroup, Numbergroup will pay a maximum contribution of £75 plus vat towards any charges raised by the customer's existing maintainer. The customer is to pay all other costs.
4.4 Where BT Openreach charges Numbergroup for repairs (and/or engineering call out), and the fault is due to damage to the customer's equipment, Numbergroup reserves the right to invoice the customer for the amount of such BT Openreach charge together with an administration charge of £25.
4.5 Where required by Numbergroup, the customer shall ensure that environmental conditions are maintained for equipment.
5.1 Unless otherwise specified in writing by Numbergroup, the customer agrees to pay Numbergroup's charges and/or budget plan payments monthly by Direct Debit, the first payment to be made at the discretion of Numbergroup within thirty days of the start of the provision of the services and in accordance with the applicable tariffs. Where network connection and/or line rental services form part of the services, the charges shall be paid in advance.
5.2 Usage charges will be such charges for the use of the services by either (i) the customer or (ii) any third party who has accessed the equipment without the customer's authority and fraudulently used the services as Numbergroup may notify the customer from time to time by e-mail or by post.
The customer's current charges can be obtained by emailing Numbergroup at help@Numbergroup.com with full account details. There will be a minimum monthly usage charge, and low usage charge for each service as set out in Numbergroup's price list from time to time. Usage charges payable shall be calculated by reference to any data recorded or logged by Numbergroup or its service carrier and not by reference to any data recorded or logged by the customer. Numbergroup shall be entitled to estimate the usage charges in circumstances where the relevant data is not available to Numbergroup in a timely manner, and any estimated usage charge shall be reconciled on a subsequent invoice.
5.2.1 Unless otherwise stated, all other amounts due from the customer to Numbergroup shall be paid within seven days of the date of Numbergroup's invoice.
5.3 If the customer fails to make any payment on the due date then, without limiting any other right or remedy available to Numbergroup (such failure to pay to be a material breach of this agreement), Numbergroup may charge the customer (i) an administration fee of £30 and/or statutory compensation at the prevailing rate and (ii) interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 The price for the services is exclusive of any applicable value-added tax, which the customer shall be additionally liable to pay to Numbergroup.
5.5 The customer agrees to pay Numbergroup in full without any set-off of all sums due to Numbergroup under this agreement.
5.6 Numbergroup shall be entitled to require the customer to pay a deposit in respect of future usage charges, and the customer shall pay the amount required within 7 days of a request for the same.
5.7 The customer authorises Numbergroup to vary the amount, frequency and time of any Direct Debit to such level as Numbergroup deems reasonably appropriate (a) to take account of either an increase or decrease in usage of the services by the customer (b) to reduce such indebtedness of the customer to Numbergroup and/or (c) to such other operational matter affecting the services as Numbergroup shall in its discretion deem reasonable. Direct Debits will be processed by https://www.eazycollect.co.uk and appear on your bank statements as "numbergroup.com"
5.8 If a customer opts for a payment method other than monthly Direct Debit, please note that Numbergroup will apply a manual payment surcharge. This surcharge will be 5% of the total invoice amount, with a minimum fee of £5. This charge is implemented to cover the administrative expenses associated with processing manual payments.
5.9 If any payment is cancelled or returned unpaid by the customer's bank or if the customer fails to discharge any invoice within 7 days of its date, then without prejudice to any right or remedies under this agreement, Numbergroup shall from the time of such failure provide the services at the standard published usage charges and in addition the customer agrees to pay Numbergroup an administration fee of £30 if charged. For the avoidance of doubt, the time of payment is of the essence of this agreement, and a failure to pay on time or the cancellation of a Direct Debit shall be a material breach of contract, allowing Numbergroup to terminate this agreement immediately. Invoices paid by credit card may incur an additional charge of 1.8% of the payment value.
5.10 Should the customer have any dispute with regard to the usage charges or any other charges, the customer shall give written notice to Numbergroup of the amount in dispute and the reason for the dispute. Any rectification or amendment of such disputed charges is limited to the 6 months prior to the written notification being received by Numbergroup and remains at Numbergroup's sole discretion, such discretion not to be unreasonably withheld. Such notice must be received prior to the customer not paying any amount due to Numbergroup, failing which the customer shall be deemed to be in breach of contract. Clause 3.3.3 shall apply together with clause 5.8 and clause 5.3 in respect of the entire balance. The customer shall remain liable to pay all amounts not in dispute in accordance with the terms of this agreement.
5.11 The customer remains liable for all charges whether the customer or someone else used the services and whether the services were used with the customer's knowledge and consent or otherwise, including and not limited to fraudulent calls made by rogue callers and calls made by any third party who has gained unauthorised access to the customer's system.
5.12 Numbergroup retains the right to vary the charges set out in the tariff at any time upon giving the customer 7 days' notice. Such notice is to be given either on the monthly invoice or on www.numbergroup.com/terms, and continued use of the service is deemed acceptance of these changes.
5.12.1 Where the customer is a small business customer, we will provide at least 30 days' notice of a change to service pricing in writing to you and/or publish the change on our website at www.numbergroup.com/terms
The price change will not take effect until the end of the 30 days. As a small business customer, the customer has the right to end the contract for the service in question with Numbergroup by giving not less than 10 days notice in writing within 10 days of our notification of the relevant change to pricing. If the small business customer fails to exercise their right to cancel, continued service use by the small business customer is deemed as acceptance of the relevant change.
5.13 Where the customer requests the cancellation of a directory listing product, they will remain liable for the directory listing charges until the next publication of the phone book by BT, when the listing will be deemed removed.
5.14 Any calls that are routed by any means beyond the control of Numbergroup and for which you are invoiced by another provider will remain the customer's responsibility.
5.15 Should a small business customer fail to renew their agreement prior to the minimum term, Numbergroup reserves the right to set the tariff to standard rates (for current standard rates, please see www.numbergroup.com/terms
5.16 Numbergroup may, at its absolute discretion, impose a credit limit on the customer's account, and any such credit limit can be amended at any time without prior notice.
5.17 Where a rebate is due and payable to the customer by Numbergroup, the customer authorises Numbergroup to raise a self-bill on its behalf. Numbergroup will notify the customer of the amount of the rebate and, subject to clause 5.19, Numbergroup will pay the rebate due to the customer within 45 days following the invoice or (if later) within 7 days of the date of receipt by Numbergroup of the sums due from the relevant third-party carrier.
5.18 Numbergroup shall have the right at any time to amend the amount of any rebate by giving the customer written notice prior to the effective date of the revision, which shall apply to all rebate services where a rebate is payable provided to the customer on or after the date of effective revision of the rebate rate change.
5.19 Numbergroup may withhold any rebate due to the customer under the following circumstances:
5.19.1 Numbergroup has reasonable grounds to believe that the relevant rebate service is being used for illegal or fraudulent activity or otherwise in breach of this contract; or
5.19.2 Numbergroup is notified of a decision or a request by a regulatory body (e.g. Phonepay Plus) relating to a rebate service to pay any fine or administrative charge incurred as a result of the customer's misuse of the relevant rebate service; or
5.19.3 The relevant network operator withholds payment of the relevant rebate (in whole or part) due to Numbergroup in relation to a rebate service used by the customer; or
5.19.4 The relevant network operator claims repayment of any sum paid to Numbergroup in relation to a service used by the customer.
6.1 Numbergroup shall be entitled, for business, operational or technical reasons or in order to comply with any numbering scheme or other obligation imposed on Numbergroup by its licence or by any other competent authority (including any network provider), to withdraw or change any telephone number or code or group of numbers or codes allocated to the customer whether on a temporary or permanent basis provided that Numbergroup gives the customer the maximum period of notice in writing thereof practicable in the circumstances.
6.2 If the customer breaches a material term of this agreement, Numbergroup may, at its sole discretion and upon giving the customer written notice, elect to suspend the provision of services for a period not exceeding 14 days without compensation. If the breach is capable of remedy and is remedied by the customer within the 14-day period then Numbergroup shall recommence the provision of services. If the breach is not capable of remedy or if so capable is not remedied within the period of 14 days, then Numbergroup shall have the option of either terminating this agreement under the provision of clause 6.1 or of continuing the services.
6.3 If the customer's call charges exceed the estimated call spend or the credit limit given to the customer by Numbergroup, whichever is the lower, then Numbergroup reserves the right to request immediate payment of the excess amount and to demand in accordance with clause 5.6 a deposit be paid in such amount as Numbergroup shall deem to be reasonable. If payment is not made forthwith by the customer, Numbergroup shall be entitled to suspend all or any of the services until the excess amount is paid in full.
6.4 Notwithstanding and without prejudice to any of its rights under this agreement, Numbergroup reserves the right to withdraw the services or any part thereof at any time if the monthly charges to the customer are not, in the opinion of Numbergroup, sufficient to make provision of the services viable for Numbergroup.
7.1 Nothing in this Agreement shall exclude or restrict either party's liability for death or personal injury resulting from its negligence.
7.2 If the services fails to operate or the customer diverts traffic to another carrier, Numbergroup will not be responsible for that carrier's charges.
7.3 Neither party shall be responsible to the other in contract, tort or otherwise for any:
7.3.1 Loss of business;
7.3.2 Loss of revenue;
7.3.3 Loss of profit;
7.3.4 Loss of data;
7.3.5 Loss of contracts;
7.3.6 Loss of anticipated savings; or
7.3.7. for any other indirect or consequential loss whatsoever.
Save that this exclusion shall not apply to the fraudulent activities of either party or to any claw-back or other loss suffered by Numbergroup pursuant to the determination by an airtime services provider that the customer has used and/or provided services using the equipment and/or services which it deems a gateway.
7.4 Numbergroup's liability to pay service credits in accordance with Clause 2.17 shall be the maximum extent of Numbergroup's liability and the customer's sole financial remedy for service failures.
7.5 Each party's liability in tort, contract, or otherwise arising out of or in connection with the performance of either party's obligations under this agreement shall be limited to £10,000 for any one incident or series of incidents and £20,000 in aggregate. Service credits paid or credited to the customer by Numbergroup will be counted and calculated for the purposes of Numbergroup's maximum liability.
7.6 Neither party shall be liable to the other for any damage or loss which may be incurred by the other party due to any cause beyond the first party's reasonable control, including without limitation any act of God failure or shortage of power supplies, trade dispute, any act or omission of Government, highways, regulatory bodies, other public telecommunication operators or other competent authority, or supply of services by third parties.
7.7 In accordance with clause 9, the customer will be liable for fraudulent activity at the customer's site. Controlling unauthorised access (including fraudulent access) to PBX, trunking or other equipment or resource shall be the customer's sole responsibility.
8.1 In respect of mobile services and unless Numbergroup advise otherwise, the customer shall agree directly with the airtime services provider and is responsible for all aspects (including the management) of that airtime service agreement. Numbergroup shall assist the customer wherever possible in the management of the airtime service agreement.
8.2 If Numbergroup agrees to reimburse the customer charges for specified mobile numbers in respect of the customer's transferring airtime service provider in respect of such mobile numbers, reimbursement must, unless otherwise agreed in writing, (i) be claimed by the customer not earlier than four months from the date of transfer and (ii) be only claimed in respect of such mobile numbers as remain live and have not had notice of termination of agreement served at the date of the claim.
8.3 Numbergroup will be paid a commission (initially and on an ongoing basis) by the airtime service provider for introducing the customer and other customers to it. Such commission may be clawed back in certain circumstances due to the act or omission of the customer, including if the airtime service agreement is terminated or in respect of gateway or unauthorised use by the customer. The customer shall indemnify Numbergroup against any such claw-back and immediately, on demand, pay Numbergroup an amount equivalent to that clawed-back.
8.4 Where it is agreed that Numbergroup shall pay the customer a cash incentive inducement or subsidy for entering into an airtime services agreement, any such amounts must be invoiced by the customer in three equal amounts such invoices to be dated and delivered at the end of months 6, 12 and 18 of the airtime services agreement. Payment shall only be due to the customer where the airtime services agreement has not been terminated before the end of the minimum term of the airtime service agreement. The customer shall produce to Numbergroup such evidence as Numbergroup may reasonably require as to the continuation in force of the airtime service agreement.
8.5 Any cash incentives or subsidies due under clause 8 that have not been claimed by the customer within 14 days from the end of the minimum term of the airtime service agreement become null and void.
8.6 Any equipment supplied in connection with mobile services shall be supplied subject to these terms and conditions. Numbergroup shall endeavour to supply the equipment as soon as practicable and reserves the right to alter specifications or designs at any time to meet such delivery target.
8.7 All such equipment will be supplied with the manufacturer's guarantee unless otherwise agreed in writing. The customer hereby acknowledges that the manufacturer's guarantee is only valid if the customer complies with the terms and conditions of the manufacturer's guarantee.
8.8 The customer shall be liable for the full costs of any repairs carried out to the equipment which are not covered by the manufacturer's guarantee.
8.9 The customer agrees that Numbergroup shall not be liable for any loss or costs suffered by the customer:
8.9.1 Following any loss by the customer of equipment and/or the unlawful use thereof by a third party.
8.9.2 Resulting from network service loss or other network issues (including the porting of numbers).
8.9.3 The customer shall be liable for the costs incurred by Numbergroup for obtaining PAC, MAC or similar codes required to transfer the services.
9.1 For the avoidance of doubt, the fraudulent activity includes but is not limited to:
(i) Calls made from the customer's PBX without their knowledge;
(ii) Calls made utilising the customer's authentication details;
(iii) Calls made from an authenticated IP address.
9.2 The Customer acknowledges that the service known as "fraud monitor" is not a fraud prevention system and does not prevent unauthorised access to the equipment. It is the sole responsibility of the customer to set up and maintain their own security independently of Numbergroup. Therefore, Numbergroup accepts no liability for any costs incurred as a result of a security breach.
9.3 For the avoidance of any doubt, the customer responsibilities include but are not limited to;
(i) Secure implementation and management of their systems, including any hardware not provided by Numbergroup, such as firewalls or PBX.
(ii) Maintaining security and confidentiality of authentication details for online service portals and other services.
(iii) Mitigate exposure to any suspected or known security breach by resetting passwords, requesting that accounts are disabled and reporting the incident to Numbergroup.
(iv) Reporting the incident to the Police.
9.4 Numbergroup reserves the right to invoice the customer for any fraudulent activity made in accordance with clauses 7.6 and 9.1.
9.5 The customer accepts full and complete liability for any costs, losses or damages incurred as a result of fraud and agrees to indemnify Numbergroup against any costs, losses or damage suffered by Numbergroup arising from any fraudulent activity made in accordance with clauses 7.6 and 9.1 including any costs and expenses reasonably incurred by Numbergroup in investigating any such fraudulent activity.
9.6 Numbergroup recommends that the customer obtain professional security advice regarding PBX, trunking or other equipment or resource.
10.1 Numbergroup reserves the right to change the provider of the services to it at any time.
10.2 Numbergroup reserves the right to change these Terms and Conditions at its sole discretion by giving the customer, subject to clause 10.3, not less than one month's notice (usually on the front page of the monthly invoice and/or on its website www.numbergroup.com/terms. If the changes to the Terms and Conditions are likely to cause a material detriment to the customer, the customer can terminate the contract without charge (other than any outstanding invoices which remain due and payable) in accordance with clause 5.2.1. Should the customer not notify Numbergroup of any objection to the change to the relevant Terms and Conditions within the one-month notice period, the customer's continued use of the services thereafter will be deemed acceptance of such changes.
10.3 If Numbergroup is required to change these Terms and Conditions as a result of any legal or regulatory requirement, Numbergroup will give the customer as much notice as Numbergroup receives from any such legal or regulatory body.
10.4 A notice required or permitted to be given by:
10.4.1 Numbergroup under this agreement shall be in writing addressed to the customer at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to Numbergroup and shall be deemed served on the second day after the same has been posted.
10.4.2 The customer, under this agreement to Numbergroup, shall be sent by recorded delivery, shall be in writing and addressed to Numbergroup's principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the customer and shall be deemed served at the time of delivery.
10.5 If any provision of this agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected.
10.6 The customer shall not assign sub-license, delegate or otherwise deal with all or any of its rights and obligations under this agreement without Numbergroup's prior written consent, such consent not to be unreasonably withheld. Nothing in this agreement shall be deemed to grant the customer a licence to use any software or other intellectual property right (which shall include the Numbergroup trade marks) other than strictly in accordance with the terms of this agreement. For the avoidance of doubt, the customer shall not be entitled to sub-license any such software or other intellectual property rights.
10.7 These terms and conditions, together with any terms set out in the order, constitute the entire agreement between the parties, supersede any previous agreement or understanding and, subject to clauses 10.1 and 5.2, may not be varied except in writing and signed by Numbergroup or varied orally and then confirmed in writing by Numbergroup. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. In entering into this agreement, the customer acknowledges that it does not rely on any representations which are not confirmed in terms of this agreement, but nothing in this agreement affects the liability of either party for fraudulent misrepresentation.
10.8 The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.
10.9 The laws of England and Wales shall govern this agreement, and the customer agrees to submit to the exclusive jurisdiction of the English Courts.
10.10 The customer must bring any legal proceedings against Numbergroup in connection with this Agreement within 12 months from the date which the customer first became aware or ought reasonably to have become aware of the facts giving rise to the liability or potential liability of Numbergroup or within the statutory limitation period, whichever is the earlier.
10.11 The customer and Numbergroup undertake to each other that it shall keep and shall procure that its directors, officers, employees, servants, agents and sub-contractors (as appropriate) shall keep secret and confidential and shall not use, copy, adapt, alter or part with possession of, or disclose to any other third party any information or material of a technical or business nature relating in any manner to the affairs, business, products or services of the other which may be received or obtained in connection with the performance of this agreement PROVIDED THAT:
10.11.1 Nothing herein shall prevent the use or disclosure of any information not treated by the other party as confidential or which does not properly belong to it; and
10.11.2 The party receiving such information or material shall not be prevented from using or disclosing the same to the extent that it is in or comes into the public domain otherwise than through the default or negligence of the receiving party or to the extent that its disclosure is required by law.
10.12 Each party warrants to the other that it will at all times comply with its obligations (if any) under the Data Protection Act 1998 (as amended). Where the discharge of Numbergroup's obligations under this agreement involves the processing of personal data, the customer appoints Numbergroup as the customer's data processor to process the personal data on behalf of the customer for the purposes of this agreement.
10.13 The customer is responsible for the security of the use of the services, including, but not limited to, backing up all data, ensuring that appropriate anti-virus software is installed, having appropriate procedures in place to protect and update passwords having an appropriate disaster recovery plan in place. Where the customer knows or ought reasonably to know that there is a threat to the security of the services, the customer must promptly contact Numbergroup.
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Signed by Jody Samuel
Signed On: June 15, 2023
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Document Name: Telecom Contract
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