| 1. General
1.1 This Agreement is made between:
a) 1st4phonecards Limited trading as Globalnumbers.com
whose normal place of business is 94 Woodplumpton Road,
Fulwood, Preston, Lancashire, PR2 3TF, England (“Globalnumbers”,
“Globalnumbers.com”) of the first part;
b) Intelligent Telecom Limited whose Registered and
Head Office is situated at Telecom House, 27 Old Gloucester
Street, London, WC1N 3XX, England ("we", "our",
"Intelligent Telecom") of the second part;
and
c) The company, partnership, individual or legal entity
identified as the Customer in Section 1 of the Service
Order & Customer Agreement (“the Service Order”)
at the address stated therein ("you", "your",
"the Customer").
1.2 All call centre, telecommunication and kindred services
(‘the Services’) as specified in the Service Order are
provided by Intelligent Telecom. All future charges
for chargeable services will be invoiced by Intelligent
Telecom.
1.3 At any time during the life of this Agreement, either
with or without notice, we may vary or interrupt the
Services for technical, operational or any other reason
or reasons at our absolute discretion without any liability
to you whatsoever.
1.4 Save as may be provided for elsewhere in this Agreement,
and without prejudice in particular to paragraph 3.1
below, we reserve the right to vary this Agreement at
any time after giving you at least 14 days prior notice.
2. Obligations of the Customer
2.1 You will not use the Service, nor allow the Service
to be used:
a) for any illegal, improper, immoral, fraudulent or
unlawful purpose or in such a way so as to cause annoyance,
inconvenience or needless anxiety to any individual;
b) for the transmission of any material which is of
a defamatory, offensive, abusive, obscene or which is
or may be considered menacing in nature;
c) in a manner which infringes or may infringe any law
within the jurisdiction of the European Union and/or
the country where the Service (and each of them) terminates
or originates or which infringes or may infringe the
rights of any third-party; or
d) in a manner which may injure or damage any person
or property or which may cause the quality of the Service
to be impaired.
2.2 The Service should only be used as permitted under
the terms of this Agreement.
2.3 You shall pay for the Services we provide to you
in accordance with section 3 below.
2.4 You shall comply with all reasonable instructions
issued by us from time to time in relation to the Services.
2.5 You shall be responsible for all charges incurred
for use of the Service, whether or not any such use
has been authorised by you or on your behalf.
2.6 You will not obtain or attempt to obtain the Services
by any device with intent to avoid payment for the Service.
2.7 You shall indemnify and keep indemnified Intelligent
Telecom and Globalnumbers from and against any and all
claims proceedings (either actual or threatened) losses
damages expenses or liabilities suffered (whether criminal
or civil) and legal fees and costs incurred by Intelligent
Telecom or Globalnumbers on a full indemnity basis (including,
but not limited to, our own reasonable administration
charges, costs and expenses including, but not limited
to, enquiry agents, lawyers and debt collector's fees)
arising from or connected with any breach of this Agreement
by you and/or incurred by us in attempting to secure
payment from you for the provision of the Services.
You agree that this paragraph shall have full effect
even if a claim is issued or allocated to the "Small
Claims Track" in an English County Court.
2.8 You will inform us in writing immediately of any
changes in your personal or company details, including
change of name, identity, address, bank, direct debit
or credit or debit card details and the telephone numbers
which are, or are to be, connected to or via the Services.
3. Payment & Charges
3.1 You will pay for the Services provided at the rates
and charges published on the Globalnumbers.com website
for the number type and service you have chosen ("the
Tariff"). We reserve the right to modify the published
Tariff at any time with or without notice. The Tariff
is valid for a minimum period of one month from either
the date of this Agreement or the date of any subsequent
Tariff amendment. The calculation of all Call and Service
Charges shall be based solely upon data logged by Intelligent
Telecom which you accept as being conclusive for the
determination of all charges. All telephone calls shall
be billed in units of one minute or part thereof.
3.2 Unless otherwise agreed in writing, Intelligent
Telecom shall invoice you monthly in arrears for use
of the Service and monthly in advance for any Service,
Subscription or Minimum Monthly Charges as may be indicated
in the Service Order. Any Connection or Set-Up Charges
must be paid for upon entering in to this Agreement
together with the first months’ minimum invoice charge.
3.3 All Invoices become payable on the date of issue.
We must receive your payment in full within 7 days of
the date of issue of each invoice. It is your responsibility
to ensure payment reaches us before the expiry of the
7-day period. Intelligent Telecom cannot accept any
responsibility for any payment which may be delayed
or lost in the postal or banking system. To comply with
the UK Direct Debit Guarantee, Direct Debit payments
(including all continuous authority Debit & Credit
Card transactions) will be taken 7 days or more from
the date of each invoice.
3.4 In an effort to keep the charges for our services
to a minimum, we expect you to pay all invoices in accordance
with paragraph 3.3 above. Any sums owed by you outside
these payment terms shall attract contractual interest
at the rate of 3% per month or part thereof on all sums
outstanding until the date we actually receive your
payment in full (both before as well as after any court
Judgment) subject to a minimum monthly account charge
of £10.00 per number and/or service.
3.5 You are required to pay for the Services by way
of a continuous authority mandate either by Direct Debit,
Standing Order, Debit Card or Credit Card. If you chose
to pay by credit card a surcharge of 4.75% will be levied
to cover the charges imposed on Intelligent Telecom
by your card issuer for use of your card. If you chose
(and we agree in writing for you) to pay your monthly
invoices by cheque, via the banks automated clearing
system (BACS), PayPal or by a Credit/Debit Card (without
a continuous authority mandate) we reserve the right
to charge a handling fee equivalent to 7.5% of the total
invoiced amount (subject to a minimum charge of £3.50
per invoice) to cover the increased credit control costs.
If we agree to allow payment without a continuous authority,
an additional security deposit or advance payment will
be required in addition to that shown in Section 3.15.
3.6 If we need to write to or telephone you because
you have not paid any sums properly due to us by the
due date we will charge you an administration fee of
£20.00 for each letter, email, fax or telephone call
we have to make to chase payment.
3.7 Should any cheque be dishonoured or any Direct Debit,
PayPal, Debit/Charge Card or Credit Card payment be
refused or charged back by your bank, PayPal or card
issuer an administration charge of £37.50 will be made
on each occurrence in addition to any sums which may
become payable under paragraphs 3.4 to 3.6 above. If
any payment is dishonoured the Service will be immediately
suspended either with or without notice in accordance
with Section 4 below.
3.8 In an effort to keep service and access charges
competitive, Intelligent Telecom will issue invoices
by email to the email address stated in the Service
Order. If you request or choose to receive your invoices
by any other method an Invoice Charge of £2.50 (if sent
by facsimile) or £3.50 (if sent by post) will be levied
to cover the additional administration, delivery and
stationery costs.
3.9 Unless specifically stated in the Service Order,
the Tariff you have chosen does not include any of the
following optional services. If you request any of the
following services you will be charged at the rates
shown below (or as may be amended from time to time)
in addition to any charges payable under paragraph 3.8
above:
a) Itemised Billing (all calls costing 30p or more):
£2.50 per number per month plus 15p per page if sent
by facsimile or 25p per page if sent on paper subject
to a maximum charge of £30.00 per number per month;
b) Itemised Billing (all calls): £3.95 per number per
month plus 15p per page if sent by facsimile or 25p
per page if sent on paper subject to a maximum charge
of £30.00 per number per month
c) One-off or Duplicate Call Itemisation: £20.00 per
number in addition to the facsimile or paper charges
shown in sub-paragraph (a) above;
d) Duplicate invoices or statements: £10.00 each in
addition to any charges payable under paragraph 3.8;
e) Any facsimile transmitted to an international or
special rate non-geographic telephone number may incur
an additional charge per page to cover the cost of the
international or special rate non-geographic number
call.
3.10 Intelligent Telecom will require a non-interest
bearing deposit or prepayment before the Service can
be made available to you (see Sub-Section 3.15 below).
The amount of Security Deposit required will depend
on our own credit rating criteria. You agree with us
that we may use the information you provide to us to
make credit status enquiries with licensed credit reference
agencies. Intelligent Telecom (or Globalnumbers) may
cancel this Agreement at any time before the Services
are activated. If the Agreement is cancelled under this
clause Intelligent Telecom or Globalnumbers (depending
upon which company has received the payment) will repay
any Charges you have paid for any such cancelled Services.
3.11 All sums due to us under the terms of this Agreement
are stated exclusive of UK Value Added Tax (“VAT”).
VAT will be added to all invoices as appropriate at
the rate applicable on the date each invoice is generated.
3.12 The rate(s) we have agreed with you for the provision
of the Services are subject to minimum usage and/or
payment levels. The minimum usage or minimum invoice
level shown on the Service Order or on the Globalnumbers
website is based on information provided to us by you
when entering into this Agreement. Should your call
volume or minimum usage level fall below the minimum
level shown on the Service Order or on the Globalnumbers
website, we reserve the right to charge you the sum
shown as the minimum usage level or minimum invoice
charge in any month in which you fail to attain the
stated minimum level or, at our absolute discretion,
apply the charging rate(s) payable for the Services
to the level we feel appropriate for your actual usage.
3.13 Should you obtain by deception or otherwise any
service or product which does not form part of the Services,
you shall be liable to pay all resulting charges and
costs including, but not limited to, any fines or penalties
imposed by a Network Operator, Service Provider or other
body.
3.14 Intelligent Telecom may set-off any sums owed by
you to Intelligent Telecom (whether under this Agreement
or otherwise) against any sums owed to you by Intelligent
Telecom.
3.15 Intelligent Telecom will require you to pay a Security
Deposit for each Globalnumber taken before your number
can be activated. The amount of Security Deposit required
for each number is normally the higher of £50.00 (£150
in the case of Platinum Numbers) or a sum equivalent
to 150% of your anticipated average monthly usage. However,
in certain circumstances a higher deposit may be required
depending on the credit score of the Customer based
on Intelligent Telecom’s own in-house credit scoring
criteria referred to in Section 3.10 above.
3.16 We reserve the right (at our absolute discretion)
to impose (and vary) a monthly financial limit on your
use of the Services. This limit is usually set as a
sum equivalent to 80% of the Security Deposit taken.
Should you reach this financial limit then the Service
may be suspended either with or without notice in accordance
with paragraph 4.1 below until a payment is received
to reduce the amount owing to Intelligent Telecom to
below the financial limit.
3.17 All payments must be made in pounds Stirling (GBP).
If we agree to accept payment by cheque, this must be
drawn on a UK based account.
4. Suspension of Service
4.1 Without prejudice to our rights generally and, in
particular, section 1 above, in the event that you are
in breach of section 3 of this Agreement or should you
exceed any credit limit that may be imposed by us, provision
of the Service may be suspended forthwith by Intelligent
Telecom either with or without notice until further
notice and without any liability to you whatsoever.
4.2 Suspension of the Service will entitle Intelligent
Telecom to payment on demand of all amounts owed by
you under this Agreement whether already invoiced or
not.
4.3 You shall pay Intelligent Telecom all reasonable
costs associated with any such suspension of the Service
and subsequent re-connection if it occurs. In addition
a reconnection fee of £45.00 for the first number and
£30 for any additional number and/or Service will be
required before any Service will be reconnected.
4.4
If the Service is suspended under 4.1 above Intelligent
Telecom may (at its absolute discretion) require an
additional security deposit to be paid before the Service
will be reconnected.
4.5 You shall remain liable for any Charges relating
to any period of suspension.
5. Limitation of Liability
5.1 By the very nature of the Services we provide, we
depend upon other carriers and service providers for
the transmission of the Services and therefore we cannot
guarantee that the Services will be uninterrupted or
error free. If any part or parts of the Service are
or become faulty, unavailable or interrupted, we shall
use our best endeavours to return the Service as soon
as is practicably and reasonably possible. We will not
accept liability for any loss (whether actual or perceived)
howsoever incurred by you as a result of any interruption
of the Service.
5.2 Should any part or parts of the Service be or become
faulty, unavailable or interrupted through either a
fault in our own network or any other service provider
or network or carrier we shall not under any circumstances
be held liable in contract or in tort or otherwise for
any indirect, consequential or economic loss including,
but not limited to, any loss of business, profits, revenue
or anticipated savings you expected to make, wasted
expenses or for any indirect or consequential financial
loss including the affects of data being harmed or lost.
In the event of failure of the Services we will not
be liable for any additional costs you may incur if
you direct your call traffic to another carrier or service
provider or if you are unable to receive calls.
5.3 Nothing in this section attempts to exclude any
liability for death or personal injury caused by our
direct negligence.
5.4 Neither Globalnumbers nor Intelligent Telecom will
be held liable for any false or misleading information
given to the Customer by any Dealer, Agent or other
representative or intermediary.
5.5 This Agreement sets out our complete liability in
relation to the Services. All other expressed or implied
terms, conditions and warranties are hereby specifically
excluded to the fullest extent as provided by law. The
provisions as outlined in this paragraph shall apply
even when this Agreement terminates or expires.
6. Length and Termination of this Agreement
6.1 Intelligent Telecom or Globalnumbers may cancel
this Agreement at any time before the Services are activated.
If the Agreement is cancelled under this clause either
Intelligent Telecom or Globalnumbers (depending upon
which company has received the payment) will repay to
you any Connection Charge you may have paid.
6.2 The minimum term for each Service taken is twelve
months. After the expiry of one year either party may
terminate this Agreement at any time thereafter by giving
one full calendar month’s written notice such termination
to take effect on the last day of the month following
the date of receipt of the notice of termination.
6.3 Without prejudice to our rights generally under
this Agreement either expressed or implied, Intelligent
Telecom may terminate the Agreement without notice,
if:
a) you breach any provision or obligation of this or
any other Agreement you may have with Intelligent Telecom;
b) it is discovered you have provided information to
us which is false or misleading;
c) you fail to make a payment when it becomes due;
d) you enter into or make any voluntary arrangement
with your creditors or become subject to an administration
order (other than for the purposes of amalgamation or
reconstruction) or (being an individual or partnership)
you become bankrupt or (being a company) you enter into
liquidation or a receiver is appointed over any of your
assets or if Intelligent Telecom reasonably believes
that any such event is about to occur;
e) we or any network operator, carrier or service provider
suspects either fraudulent use of the Services or that
the Services are being used illegally or in breach of
Section 2.1 above;
f) any licence to run or provide the Services whether
issued under the UK’s Wireless and Telegraphy Act(s)
1949 to 1967 or the Telecommunications Act 1984 or any
other Act of a foreign country where calls are originated
or terminated or otherwise is revoked, terminated or
modified for any reason either in whole or in part;
g) the acts or omissions of any third party outside
the control of Intelligent Telecom prevent or frustrate
the provision of the Services or Intelligent Telecom’s
ability to carry out its obligations under this Agreement;
h) if there is, as result of your actions or omissions,
any adverse publicity against Intelligent Telecom, Globalnumbers,
their Agent or the Customer in connection with the Services.
6.4 If this Agreement is cancelled or suspended all
amounts owed to us shall be deemed due and payable in
full on demand for the full lifetime of the Agreement;
you shall have no right to withhold or offset any such
amounts. All sums due must be paid immediately.
6.5 Without prejudice to Section 6.4, should you terminate
this Agreement before any Charges have been made (and
should we agree to accept such early termination) Intelligent
Telecom or Globalnumbers (depending upon which company
has received the payment) may keep any sum and/or deposit
paid in accordance with the Agreement to cover any reasonable
costs it has incurred in activating or supplying the
Services up to the point of termination. Neither Intelligent
Telecom nor Globalnumbers are obliged to accept such
early termination.
6.6 After termination of this Agreement Intelligent
Telecom will immediately stop providing the Services
and may reallocate any Telephone Number as it sees fit
and at its absolute discretion without any liability
of whatever nature to you.
6.7 Unless stated to the contrary in writing, any new
or additional Services we provide to you at your request
after the date of this Agreement shall be subject to
this Agreement and shall continue for a minimum period
of one year from the date each Service is provided.
7. Miscellaneous
7.1 This Agreement and the Service Order & Tariff
sets forth and shall constitute the entire agreement
between Intelligent Telecom, Globalnumbers and the Customer
with respect to the subject matter hereof and shall
supersede any and all promises representations warranties
or other statements whether written or oral made by
or on behalf of one party to the other of any nature
whatsoever or contained on any website or in any leaflet
brochure or other document given by one party to the
other concerning such subject matter.
7.2 Globalnumbers’ Agents or affiliates are not authorised
to make any representations concerning the Agreement
and the provision of the Services. No representations
of any Agent shall bind Intelligent Telecom or Globalnumbers
unless confirmed in writing by a Director or by any
other authorised officer of Intelligent Telecom or Globalnumbers.
7.3 Where two or more persons constitute the Customer
their liability to Intelligent Telecom and/or Globalnumbers
shall be joint and several.
7.4 In the event that any provision of this Agreement
(including those that exclude or limit our liability)
shall be held to be invalid or unenforceable any such
invalidity or unenforceability shall not affect the
validity and enforceability of all remaining provisions.
7.5 Where the Agreement relates to more than one Service
the Agreement shall be deemed to be a separate and several
Agreement in respect of each Service provided whether
or not supplied contemporaneously with this Agreement.
7.6 You agree that we may collect and use data and information
about your use of the Services and provide this information
to our affiliated companies, the introducing Agent,
sub-contractors and to third parties solely for the
management of your account and to prevent fraud.
7.7 You agree we may disclose your personal information
to third parties solely for the purposes of providing
(or arranging for third parties to provide) help desk
facilities which may be made available to you and for
the manipulation and assimilation of call and other
data for the purposes of preparing invoices and billing
statistics for you for the Services you receive from
us.
7.8 If you are a consumer as defined by the Consumer
Credit Act 1974, you are entitled to see any personal
information we hold about you and to require us to amend
or change it if it is incorrect. Under the Data Protection
Act we are entitled to charge an administration fee
of £8.51 for supplying this information.
7.9 We will not sell, trade or rent your personal information
and we shall at all times endeavour to treat it with
the utmost confidentiality. The only circumstances in
which personal details will be disclosed are when:
a) We are required to do so by law;
b) In response to a valid legal request enforceable
by any law enforcement or government agency;
c) Where you have given your consent for us to do so,
and we may therefore pass on information about products
and promotions which we deem would be of interest to
you;
d) To administer our business;
e) To obtain a credit worthiness check or process payment;
and
f) We may use your contact details to inform you of
special offers, other goods or services from time to
time. If you would prefer us not do so please advise
us in writing at anytime to inform us that this is the
case.
7.10 We agree to fulfil our obligations to you which
may from time to time be imposed on us by the Data Protection
Act 1998 or any amending legislation.
7.11 No decision, exercise of discretion, judgment or
opinion or approval of any matter mentioned in this
Agreement or arising from it shall be deemed to have
been made by Intelligent Telecom or Globalnumbers except
if in writing and shall at all times be discretionary
unless otherwise expressly provided for in this Agreement.
7.12 The failure by Intelligent Telecom or Globalnumbers
to enforce at any time or for any period any one or
more of the terms of this Agreement shall not be a waiver
of them or of the right at any time subsequently to
fully enforce all terms. Any waiver, concession or extra
time given by us is limited to the specific circumstances
in which it was given. It shall not affect the rights
of either party under this agreement in any other way.
7.13 You cannot transfer all or any part of this Agreement
without our written consent. We may transfer this Agreement
by giving you written notice.
7.14 If this Agreement is terminated we do not lose
any of our rights under it.
7.15 We are not responsible for matters outside our
control.
7.16 A person who is not a party to this Agreement has
no right under the Contracts (Rights of Third Parties)
Act 1999 to enforce any term of this Agreement. This
paragraph does not affect any right or remedy of a third
party which may exist or may be available apart from
that Act.
7.17
All content (including (but not limited to) artwork,
custom typography, images, descriptions, wording and
documentation) has been created exclusively for this
website and is copyrighted material owned or administered
by Globalnumbers. No part of this website may be used
or reproduced in any manner whatsoever or howsoever
or transmitted in any form or by any means without the
express prior written consent of Globalnumbers.
7.18 The headings used in this Agreement are included
for convenience only and are not to be used in construing
or interpreting the Agreement.
7.19 This Agreement and the performance of all obligations
hereunder shall be governed by and construed in accordance
with the laws of England and the parties hereby submit
to the exclusive jurisdiction of the English Courts.
The Customer agrees that any court proceedings in relation
to this Agreement shall be litigated in the St Helens
County Court in the UK or at the District Registry of
the High Court at St Helens.
8. Additional Provisions relating to Non-Geographical,
Special Rate, Premium Rate & International Geographical
Telephone Numbers
8.1 You will not advertise any Telephone Number provided
by us ("Telephone Number") in or on a public
telephone or telephone box without the express written
consent of the owner of such public telephone or telephone
box. A copy of any such authorisation should be supplied
to Intelligent Telecom within 7 days of it being requested
by us.
8.2 You will not acquire any right, title or interest
in any Telephone Number nor do you have any right to
sell or agree to transfer any Telephone Number we provide
to you for use with the Services and you agree not to
try to do so.
8.3 You shall be fully responsible for the quality and
delivery of the content of any service offered via the
Telephone Number. You will ensure that your services
shall, at all times, fully comply with the Telecommunications
Act 1984 as amended, all applicable laws for the country
where the call originates and/or terminates, any Code
of Practice relevant to those services issued by ICSTIS
or Ofcom or any other competent authority (as amended
from time to time) and to this Agreement.
8.4 You shall ensure that any services you offer neither
infringe any intellectual property rights nor cause
a breach of paragraph 2.1 of this Agreement.
8.5 We shall treat all voicemail and fax data collected
and/or transmitted via the Service to/and or for the
benefit of the Customer as confidential. However, you
accept and acknowledge that email, like all other Internet
applications, are not necessarily secure and therefore
we cannot guarantee that any voicemail or fax data/attachments
cannot be intercepted by unauthorised third-parties.
8.6 Once your Order is processed a Telephone Number
will be automatically allocated to you by Intelligent
Telecom. We will endeavour to provide the specific Telephone
Number and type requested in the Service Order and to
connect it to the Network but do not warrant or represent
that we can do so. We will endeavour to connect any
Telephone Number:
(a)
in the case of UK originating numbers, within 7 business
days of Intelligent Telecom receiving both the Security
Deposit and the signed Service Order; and
(b)
in the case of non-UK originating numbers, within 28
business days of Intelligent Telecom receiving both
the Security Deposit and the signed Service Order. It
should be noted however that for some non-UK originating
Telephone Numbers we rely on the local telephone network
operator in the Originating Country to build the Telephone
Number on to the local switch. This may cause some significant
delays in provisioning a Telephone Number in certain
countries.
8.7 Intelligent Telecom may, in its absolute discretion,
either for statutory, regulatory or technical reasons
change any codes or the Telephone Number(s) allocated
to you provided that we give as much notice to you as
is reasonably practical.
8.8 Without prejudice to any of our rights under this
Agreement and without any liability to you, we reserve
the right either with or without notice to disconnect
any Telephone Number where there has been no call activity
for a period of 3 (three) months or more or where there
has been less than 1000 minutes in any one calendar
year and reallocate the Telephone Number as we see fit
and at our absolute discretion.
9. Notices
9.1 The address for service of any notices which are
required to be served on Intelligent Telecom is: The
Legal Department, Intelligent Telecom Limited, P.O.
Box 235, St Helens, WA9 1XA, England. The address for
service of any notices which are required to be served
on Globalnumbers is 94 Woodplumpton Road, Fulwood, Preston,
Lancashire, PR2 3TF, England. Your address shall be
the address as stated by you in paragraph 1(c) above.
Any notice required to be served under this Agreement
shall be in writing and may be sent by post, fax, email
or delivered by hand.
9.2 A document which is to be served in accordance with
this Agreement shall be deemed to be served:
a) By First Class Post, on the third business day after
it was posted;
b) By Second Class Post, on the fifth business day after
it was posted;
c) By delivering the document to or leaving it at a
permitted address:
i. if delivered to or left before 4pm on the next business
day after the document was delivered to or left at the
permitted address;
ii. if the document is left or delivered after 4pm then
the second business day after the document was delivered
to or left at the permitted address.
d) By fax:
i. if it is transmitted on a business day before 4pm
on the next business day;
ii. in any other case, on the second business day after
the day in which it is transmitted.
e) By other electronic method, the second business day
after the day on which it is transmitted.
(Edition:
Terms & Conditions (Globalnumbers) February 2005)
- © 1998-2005 Intelligent Telecom Limited
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