"Account" means the record of all Charges due from a Customer. "Agreement" means the agreement between 08 NUMBERS and the Customer in respect of the Services incorporating these terms and conditions. "Charges" means the charges payable in respect of the Services (as amended from time to time in accordance with clause 5.8 below) "Customer" means the party named as such on the Customer Order Form to whom 08 NUMBERS agrees to provide Services and by whom Charges are payable.
"Customer Order Form" means 08 NUMBERS customer order form completed by the Customer either manually or via the internet. "Initial Connection" means the time and date when the Services are first made available to the Customer.
"ICSTIS" means the Independent Committee for the Supervision of Standards of Telephone Information Services
"OFCOM" means the Office of Communications
"Operator" means the provider of access to the Telecommunications Network.
"Order" means a Customer's order for services made manually on a Customer Order Form or any request for services via e-mail or the internet.
"Premium Rate Number" means the telephone number allocated to a Customer for the purpose of enabling the Customer to provide Premium Rate Services
"Premium Rate Services" means telephone services providing information, advice, entertainment or any other services defined from time to time by ICSTIS as being Premium Rate Services
"Revenue" Means sums payable by 08 NUMBERS to the Customer in respect of Access Numbers that generate a rebate.
"Services" means connection to the Telecommunications Network, provision of Telephone Numbers, Access Numbers and other telecommunications services as set out in one or more Customer Order Forms.
"Telecommunications Network" means the public and private telecommunications systems accessed by the Telephone Number/Access Number or by which the Services are made available.
"Telephone Number" means telephone number allocated to the customers account.
“Access Numbers” means any non-geographic number allocated to the customers account.
"08 NUMBERS" means 08 NUMBERS Ltd, Company Number 54724782.PROVISION OF SERVICES
2.1 08 NUMBERS agrees to provide Services to the Customer on the terms and conditions of this Agreement once 08 NUMBERS has accepted the Customer's Order. 08 NUMBERS will have accepted the order upon the Initial Connection. From time to time 08 NUMBERS may need to substitute the ordered access number for an alternative access number prior to the initial connection and will advise the customer accordingly before the initial connection.
2.2 It is estimated that the Initial Connection will be no more than 48 hours after receipt of the Order, unless stated otherwise.
2.3 The minimum period for the Services is 12 months from the Initial Connection. This Agreement will continue after the expiry of the minimum period unless and until:
2.3.1 It is terminated by either party giving the other one month's written notice to terminate the Agreement expiring on the first or any subsequent anniversary date of its commencement. In the case of notice given by the Customer, the notice shall not become operative until the Customer receives, by way of acknowledgement, a cancellation acceptance form signed by an officer of 08 NUMBERS on 08 NUMBERS headed note paper; or
2.3.2 in accordance with clause 11 below.
2.4 The Services are supplied subject to all limitations of the Telecommunications Network including the risk of imposed prefix or number changes. In particular 08 NUMBERS is unable to guarantee that all overseas systems will be able to access the Customer using the Telephone Number/Access Number or that telephone keypads will use the same alphanumeric combinations as are currently used in the UK.
2.5 Each Order will with these terms comprise a separate contract between the parties unless the order specifies that it is an amendment to an existing contract.
2.6 Where an Order covers more than one Telephone Number/Access Number each Telephone Number/Access Number shall be deemed the subject of a separate and severable Agreement.
2.7 Where the Customer's name or if applicable company registered number on the Customer Order Form is incorrect or incomplete, the Customer agrees that 08 NUMBERS may treat as being the Customer the individual or organisation that made the order for services.3. 08 NUMBERS OBLIGATIONS
3.1 08 NUMBERS will use reasonable endeavours to provide the Services but 08 NUMBERS shall not be liable for any failure resulting from factors outside 08 NUMBERS control. In particular 08 NUMBERS is not responsible for the operation of the Telecommunications Network. 08 NUMBERS are not liable for any numbers not working outside the UK Network. It is the customers responsibility to check all numbers for connectivity outside of the UK Networks before connection takes place.
3.2 08 NUMBERS reserves the right from time to time to improve or alter the Services as it deems appropriate, provided that such changes do not substantially change the nature of the Services.
3.3 08 NUMBERS will provide an after sales service and help desk contactable by telephone or e-mail.4. CUSTOMER RESPONSIBILITIES
4.1 The Customer shall at all times:-
4.1.1 Comply with any reasonable directions or instructions (including requests for assistance or information) issued from time to time by 08 NUMBERS in connection with the Services or any of them;
4.1.2 Pay 08 NUMBERS charges under this Agreement on or before the due date for payment without set off or deduction;
4.1.3 Ensure insofar as is possible that the Telephone Numbers/Access Numbers are not used in any unlawful, improper or damaging manner;
4.1.4 Indemnify and hold harmless 08 NUMBERS against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from any improper use of the Services;
4.1.5 Indemnify and hold harmless 08 NUMBERS against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from a claim by a third party where the third party claims it has the right to prevent the Customer from using the Telephone Number/Access Number.
4.2 Where the Customer's Order Form includes an order for a Premium Rate Number the Customer shall also:-
4.2.1 Provide 08 NUMBERS with an accurate description of the Premium Rate Service it intends to provide;
4.2.2 Prior to providing the Premium Rate Service ensure that it obtains all necessary licences, authorities and approval from ICSTIS, OFCOM and any other regulatory body relevant to the Premium Rate Service and thereafter maintains such licences, authorities and approval for the duration of this Agreement;
4.2.3 Upon the request of 08 NUMBERS provide 08 NUMBERS with written evidence of such licences, authorities and approval;
4.2.4 Notify 08 NUMBERS immediately of any intention on the part of the Customer to change the nature of the Premium Rate Service and obtain 08 NUMBERS agreement in writing to the proposed change prior to providing the new Premium Rate Service;
4.2.5 Ensure the Premium Rate Service:-
18.104.22.168 Complies with all relevant legislation, regulations, guidelines and codes of practice;
22.214.171.124 Does not include any material which is defamatory, offensive, indecent, threatening or likely to bring 08 NUMBERS into disrepute by virtue of its connection with the Customer;
126.96.36.199 Does not refer to 08 NUMBERS or the Operator without their prior approval in writing.4.2.6 The Premium Rate Service may be monitored from time to time by 08 NUMBERS in order to ensure compliance with the terms and conditions of this Agreement or by the Operator, ICSTIS or any similar authority to ensure compliance with all applicable legislation, regulations, guidelines and codes of practice. 5. CHARGES AND PAYMENT
5.1 Connection charges may be payable upon invoice or prior to the initial connection by credit/debit card.
5.2 Other Charges are payable on invoice. 08 NUMBERS may invoice monthly, quarterly or annually. If Charges are ascertainable in advance they may be invoiced in advance. In respect of unascertainable future charges 08 NUMBERS may require a reasonable security deposit.
5.3 08 NUMBERS require the Customer to pay by direct debit. In the event that the Customer is unwilling or unable to pay by 08 NUMBERS chosen automated means or such automated means are not set up or fail for any reason before 08 NUMBERS invoices the Customer an additional £25 administration charge shall be levied for each invoice.
5.4 Certain Services (e.g. diverts to mobile or international) have additional costs which are outside the control of 08 NUMBERS. Where any such charges are increased to 08 NUMBERS it shall forthwith increase its own charges for the same Services.
5.4.1 A minimum charge for Access Numbers of 2 pence will apply, recorded calls will incur a charge of upto 10 pence per minute, depending on traffic volumes
5.4.2 Revenue rebates will only be paid to a minimum invoice value of £7.50 per month
5.4.3 Least cost routing will have a minimum billing value of £15
5.4.4 Annual service charges will be applied and invoiced in advance for all number types and additional services.
5.4.5 The Vision call statistics package for Access Numbers has a service charge of £12.50 per month.
5.4.6 All outbound calls will have a minimum call charge of 2 pence and 5 pence for mobiles unless stated otherwise. A 1pence set up charge will apply to all calls.
5.4.7 Change of target destination for access numbers and all amendments to numbering plans (e.g holiday adjustments, call routing, time plans) will be invoiced at the next billing cycle
5.5 Invoices are payable within 14 days of their date. If a direct debit instruction is cancelled by the customer and collection is not made all services will be disconnected without notice. A reconnection fee of £35 will apply upon receipt of all outstanding invoices.
5.6 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 judgement.
5.7 Charges are exclusive of Value Added Tax.
5.8 08 NUMBERS shall in respect of each Service be entitled to review and vary from time to time the Charges and introduce new charges.
5.9 Charges may also be imposed in the following circumstances brought about by a Customer request:-
5.9.1 Change of service.
5.9.2 Change of Operator for any Telephone Number/Access Number.
5.9.3 Change of service provider upon termination of this Agreement in respect of any Telephone Number/Access Number.
5.9.4 Transfer of any Telephone Number/Access Number to another subscriber.
5.10 The Customer shall not dispute the amount of any Operator generated Charges unless and then only to the extent that 08 NUMBERS is entitled to dispute such charges with the Operator.6. REVENUE
6.1 The Customer shall be entitled to receive Revenue from 08 NUMBERS based on the minutes of call time generated by the use of a number that generates a rebate as recorded in data supplied to 08 NUMBERS by the Operator which shall be conclusive for the purpose of calculating Revenue.
6.2 The rate at which Revenue shall be paid shall be agreed between the parties.
6.3 08 NUMBERS shall pay Revenue on a monthly basis in arrears.
6.4 08 NUMBERS shall be entitled to withhold Revenue due to the Customer:-
6.4.1 Up on the suspension of the Service in accordance with clause 9;
6.4.2 If 08 NUMBERS suspects the Customer is in breach of any term of this Agreement or any other agreement between the parties;
6.4.3 If 08 NUMBERS suspects the Customer has increased its entitlement to Revenue by fraudulent or improper means;
6.4.4 If 08 NUMBERS has not received the corresponding payment from the Operator
6.4.5 If the customer does not invoice 08 NUMBERS within three months of the revenue statement date
6.5 08 NUMBERS shall be entitled to set off any Charges due to 08 NUMBERS against Revenue due to the Customer7. THIRD PARTIES
7.1 The Customer may allow a third party to use a Premium Rate Number as part of a managed bureau service provided by the Customer in connection with the provision of Premium Rate Services, in which case the Customer shall procure the third party's compliance with the terms of this Agreement and all relevant legislation, regulations, guidelines and codes of practice.8. 08 NUMBERS LIABILITY
8.1 08 NUMBERS does not exclude or restrict any liability to the Customer for death or personal injury attributable to its own negligence or that of its employees or agents.
8.2 08 NUMBERS shall exercise reasonable skill and care in the provision of the Services.
8.3 Except as stated expressly otherwise in this Agreement, in relation to the provision of Services, 08 NUMBERS 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.
8.4 Where any Service has been continuously unavailable to a Customer for a continuous period of more than 7 days and not as a result of any action or omission of the Customer or any event beyond the reasonable control of 08 NUMBERS the Customer may apply to 08 NUMBERS for a rebate of any time based Charges in respect of the unavailable Period and 08 NUMBERS shall allow the Customer a proportionate rebate of such time based charges. 08 NUMBERS shall have no other liability for failure or unavailability of the Telecommunications Network.
8.5 08 NUMBERS shall not be liable for any indirect or consequential losses, damage or expenses suffered by the Customer including (but not limited to) loss of anticipated sales profits or savings, goodwill, business contracts or losses resulting from third party claims.9. SUSPENSION OF SERVICES
9.1 08 NUMBERS may suspend all or part of the Services or any of them for so long as reasonably required or disconnect the Telephone Number/Access Number at any time without notice if:-
9.1.1 The Customer is in material breach of this Agreement or any other agreement between the parties and in particular in breach of clause 4 or 5;
9.1.2 The Customer acts in such a way or permits anything to be done which, in the reasonable opinion of 08 NUMBERS, relates to the Services and may impair or jeopardise the operation of the Services or any part of the Telecommunications Network;
9.1.3 Required to do so directly or indirectly by law, the Operator, OFCOM or ICSTIS;
9.1.4 Required for modification or maintenance or in cases of emergency
9.1.5 08 NUMBERS has reason to believe the Services are being used for unlawful, fraudulent or improper purposes.
9.2 The Customer shall remain liable for all Charges during any period of suspension attributable to the actions or omissions of the Customer10. DATA PROTECTION ACT
10.1 Information that the Customer provides to 08 NUMBERS about private individuals relevant to 08 NUMBERS dealings with the Customer will be stored within 08 NUMBERS computer systems.
10.2 For the purpose of the Data Protection Act 1998 ("the Act") 08 NUMBERS needs to specify the purposes for which it will use that information. It will of course only use it for legitimate purposes, including:-
10.2.1 Communicating with the individuals concerned as necessary in connection with the Customer's dealings with 08 NUMBERS.
10.2.2 Communicating with the Customer in connection with 08 NUMBERS services generally;
10.2.3 Providing it to third parties as required by the Customer or the law or as necessary in connection with the Customer's dealings with 08 NUMBERS (including for inclusion in publicly available directories). Those third parties may be outside the European Economic Area.
10.3 By giving 08 NUMBERS that information the Customer consents to 08 NUMBERS holding using and disclosing it for those purposes.
10.4 08 NUMBERS is permitted under the Act to hold and use personal data for the purposes specified above. It will not process such data provided by the Customer otherwise than for those purposes or as otherwise required by the Customer.
10.5 08 NUMBERS confirms that it will comply with the Seventh Data Protection Principle under the Act (data security) in relation to all personal data supplied by the Customer.11. TERMINATION OF AGREEMENT
11.1 08 NUMBERS may terminate this Agreement immediately by notice in writing to the Customer if:-
11.1.1 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 7 days of the date of written notice from 08 NUMBERS specifying the breach and requiring it to be remedied;
11.1.2 Any licence, permission, agreement or authorisation granted to the Operator or to 08 NUMBERS necessary for the provision of the Services is suspended, revoked or terminated; or
11.1.3 08 NUMBERS is unable to recover from the Operator Revenue payments due to the Customer.
11.2 08 NUMBERS may terminate this Agreement immediately without written notice, if it has reasonable reason to believe debts will not be paid when due.
11.3 The Customer can at any time by reasonable notice terminate any Agreement upon the transfer of the Telephone Number/Access Number the subject of that Agreement to another Operator or service provider. In these circumstances the Customer shall be liable to compensate 08 NUMBERS for its likely loss of income under that Agreement (from whatever source) from the date of termination to the date on which the Customer could have first terminated the agreement under clause 2.3.
11.4 Any termination of this Agreement shall be without prejudice to the rights of either party accrued to the date of termination.12. GENERAL
12.1 08 NUMBERS shall address all bills and serve any notices on the Customer pursuant to this Agreement either in writing by post to the address set out in the Order or the Customer's registered office or any other address provided by the Customer for this purpose or by e-mail to the e-mail address provided by the customer.
12.2 The Customer shall serve any notice pursuant to this Agreement by post to 08 NUMBERS.
12.3 All documents shall be deemed served 48 hours after posting or immediately after e-mailing.
12.4 No failure by 08 NUMBERS to exercise any of its rights under these terms and conditions or concession granted and shall prevent subsequent enforcement of those rights or constitute an agreement to provide the same concession again.
12.5 The 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.
12.6 The Customer acknowledges that the only remedy it has against 08 NUMBERS for any misrepresentation or untrue statement shall be a claim for damages for breach of this Agreement. However, if 08 NUMBERS has made any fraudulent representations upon which the Customer has relied, the Customer may pursue 08 NUMBERS, and the Customer shall be entitled to all available remedies under English law.
12.7 No variation of this Agreement or waiver hereunder shall be effective unless agreed in writing by 08 NUMBERS.
12.8 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provisions in questions shall not be affected as a result.
12.9 The Customer shall not assign or try to assign any or all of the rights and responsibilities under the Agreement but 08 NUMBERS may transfer its right and obligations hereunder to a new service provider in which circumstances the Customer shall enter into a new agreement in the same terms as this with the new service provider.
12.10 Where one or more persons constitute the Customer their liability is joint and several.
12.10 08 NUMBERS may require a variation to the terms and conditions of the Agreement if so required by legislation, the Operator, OFCOM, ICSTIS or any similar authority.
12.11 Nothing within this Agreement is intended to create third party rights pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.12 This Agreement is governed by English Law and English Courts shall have exclusive jurisdiction as regards any dispute.
12.13 08 NUMBERS may from time to time make amendments to these terms and conditions.13. USE OF SERVICE
13.1 By ordering any service supplied by 08 NUMBERS you the customer are agreeing to the Terms and Conditions set out in this agreement.