NUMBERTEL LTD TERMS & CONDITIONS FOR TELEPHONE SERVICES

These terms and conditions (”this Agreement“) constitute the contract governing the supply of telecoms services (”the Services“) by us to the person to whom such Services are provided (”the Customer“ or ”you“). Some terms and conditions may vary from time to time as described below. This Agreement comes into force once we have accepted your order for the Services. By submitting this order, you agree to these terms and conditions. If you are registering or purchasing this number on behalf of someone else, you undertake to ensure that they are aware of and agree to these terms and conditions. We will provide acceptance of the order by post or email, sent to the email address you supplied at sign-up.

1. Services

We will supply the Services in accordance with this Agreement. In doing so, we shall exercise the reasonable care and skill expected of a telecommunications operator, but no telecommunications service can be supplied without occasional faults. We will attempt to remedy any faults as soon as we can reasonably do so. From time to time, we may vary some aspects of the Services, but we will try to inform you of these changes. Occasionally, we may suspend the Services due to operational or technical reasons. If this occurs, we will try to inform you and we will attempt to restore the Services as soon as we reasonably can.  You may purchase additional Numbers and Services from us from time to time, which will also, once we have accepted an order, be subject to this Agreement. For customers who make use of the Services to a large extent, we may require you to provide us with forecasts of usage, to ensure that we can continue to supply the Services at a high level of quality. We help customers manage their services by means of our website (the ”Web Control Panel“). The Web Control Panel will be protected by one or more passwords. You are responsible for the security of these passwords and must not disclose them to other parties. If you or we suspect that an unauthorised party has know a password, you or we must change that password.  Some of our Services allow you to record telephone calls. You agree that you have sole responsibility for any recordings made and undertake to comply with all relevant laws and governing regulations relating to the making and use of recordings. Although it may be technically possible to use our Services from locations other than the UK, the Services are only sold for use within the UK. Numbertel Ltd will take no responsibility for any failures or quality limitations if any of our Services are used in other locations. Numbertels Cheap International call service has a range of individual terms and conditions, which can be found at the foot of every country page and therefore we advise all customers to read these before using this service. By using our cheap international call service, you agree to the specific terms and conditions therein.

2. Reservations and Activation of reserved numbers

You can reserve your numbers at anytime online and can book them over the telephone at anytime during a normal working day of 9:00 am to 6:00 pm, Monday through Friday and your number are generally activated within 1hour, however we do advise customers to please allow 24 hours for numbers to be live and working when booked during a normal working day.

3. Charges and Payments

The prices displayed on the website are the prices you pay. You will be invoiced from the day of activation and have 14 days to clear the balance unless otherwise arranged. In any case of a number being registered on the website we require that number to be used within 30 days from activation. If the number has no usage within 30 days we may de-activate it. This number will then be available for other customers to register. The Customer, subject to receipt of an invoice, shall pay such appropriate monthly charges, divert to mobile and annual charges as are detailed on the Price List.  Numbertel Ltd reserves the right to invoice such charges referred to as monthly charges on the Price List on an annual basis instead of a monthly basis. Charges in the Price List and the Diversion Charges are exclusive of Value Added Tax, which shall be paid by the Customer at the appropriate rate together with such Charges. Usage and recurring service charges will be billed to you monthly, with an interim bill being levied if your account exceeds a pre-set limit. Recurring charges are normally payable monthly in advance. We reserve the right to charge you interest on any unpaid amounts at a rate equal to three per cent above the base rate from time to time of Natwest Bank plc. We also reserve the right to suspend your use of the Services without notice if bills are unpaid. When a bill payment has been successfully taken we will send an email notification and VAT invoice to your current email address as held on our system. You must inform us promptly if you believe the bill to be incorrect, and it is your responsibility to keep your e-mail address and payment details up to date. In the absence of obvious error, the records that we collect of the usage of the Services will be considered to be correct.

4. Service Misuse

You must not misuse the Services or permit anyone else to misuse them. Examples of misuse are:

Sending messages or making communications which are offensive, abusive, indecent, defamatory, obscene or menacing;

Using the services for fraudulent, illegal or immoral purposes, or to cause annoyance, inconvenience or needless anxiety;

Failing to carry out any reasonable instructions from Numbertel Ltd which we believe to be necessary in the interests of safety or to maintain the quality of the Services; You must, at all times, ensure that you use the services (including any telephone numbers, IP Addresses etc supplied by us) in accordance with all applicable laws and regulations. We may suspend your use of the Services or terminate this Agreement if you misuse the Services or use them in contravention of any applicable law or regulations.

5. Cancellation

If you decide to cancel your order or agreement before we have provided the services, you may do so without charge within 7 working days after your order is placed. After 7 Working days we will charge you an administration fee of £25.00. If you wish to terminate your contract within the minimum term of 12 months, we will also charge you the remaining rental of the 12-month contract. After the minimum term you can cancel any service by writing to our Customer Service department at Numbertel Ltd, 53 Balmoral Road, Salisbury, SP1 3PZ giving us 1 months’ notice. You may transfer/port of number or subscription (please note all transfers/ports of numbers over £1000 may be subject to £823.20 transfer fee) on the expiration of our minimum 12 month period immediately by giving us 28 working days notice in writing, although any charges paid by you in advance will not be refundable and all existing call charges must be up to date.

6. Indemnity

The Customer indemnifies against any claims or legal proceedings (including damages, costs and expenses) arising solely from the Customer´s use of the Services which are brought or threatened against Call Navigator by any third party, including any loss, damage or expense as a result of:

a. any unauthorized access to, or use or misuse of, the Services by any employee, agent or subcontractor of the Customer; or

b. any unauthorized access to, or use or misuse of, the Services by any third party if such access, use

or misuse was permitted or facilitated by such employee, agent or sub-contractor.

7. Complaints

If you have a complaint about the service, then you should inform us at customer.services@numbertel.co.uk However if we are unable to resolve the dispute with you, or you are not satisfied with our handling of the dispute after 40 working days, then you may be entitled to use our arbitration service provided by The Telecommunications Ombudsman (Otelo, www.otelo.org.uk) which has been approved by Ofcom. For further details see our website.

8. Use of Personal Information

Any information (”information”) which you give to us or which we obtain or receive about you or which

you give to our sub-contractors or agents, will be held and processed by us by computer or otherwise.

We may use your information:

a. to help us detect fraud or loss,

b. for credit clearing purposes,

c. to assess your needs and to keep you informed of our other products and services

d. for statistical analysis, management and planning in connection with our business.

9. Intellectual Property Rights

Where software is supplied to enable the Customer to use the Services Numbertel Ltd grants the Customer a non-exclusive, non-transferable license to use the software for that purpose only. The Customer shall not copy, modify, reverse engineer, decompile or otherwise endeavor to obtain the source code of the software except to the extent permitted by law. All intellectual property rights in the software shall remain the property of Numbertel Ltd or its licensors.

10. Confidentiality

The parties will keep confidential any information of a confidential nature obtained under this Agreement (whether written or verbal), including but not limited to the prices payable by the Customer for the Services, and will not disclose such confidential information to any person (other than their employees who need to know the information for the purpose of this Agreement and who are under a duty of confidentiality equivalent to this Clause 10 without the prior written consent of the other party. This Clause 10 will not apply to any information which has been published other than through a breach of this Agreement, information lawfully in the possession of the recipient before this disclosure under this Agreement took place, information obtained through a third party who is free to disclose it and information which a party is required by law to disclose.

11. Limitation of Liability

Numbertel Ltd will only be liable to the Customer for claims made in writing within six months of the date on which the Customer becomes aware, or ought reasonably to have become aware, of the grounds of such claim. Otherwise, and subject to the next paragraph, Numbertel Ltd’s total liability to the Customer in connection with this Agreement, whether in contract, tort or otherwise is limited to £1,000 in respect of any single occurrence or series of occurrences whether successive or concurrent in any twelve month period. Numbertel Ltd shall not in any circumstances be liable to the Customer whether in contract, tort or otherwise for Numbertel or in Numbertel loss of profit, loss of anticipated business savings or wasted expenditure or for any in Numbertel or consequential loss, corruption or destruction of data whether or not Numbertel Ltd was advised or aware of the possibility of such damage, losses or expenses. Nothing in the foregoing shall operate to exclude or limit Numbertel Ltd’s liability for personal injury or death caused by its negligence.

12. Termination

Either you or we may terminate this Agreement with immediate effect by giving written notice to the other if the other:

a. Commits a material breach or persistent breaches of this Agreement (including a failure to pay any sums due under this Agreement) and, where such breach is capable of being remedied, fails to do so within 14 days of written notice to do so;

b. is subject to bankruptcy or insolvency proceedings, becomes insolvent, makes any composition or arrangement with or assignment for the benefit of its creditors, or goes into either voluntary (otherwise for reconstruction or amalgamation) or compulsory liquidation, or a receiver or an administrative receiver is appointed over its assets. Numbertel Ltd may (without losing or reducing any other right or remedy) suspend the Services in whole or in part without notice if:

a. Within 10 days of a written demand being sent to the Customer, at the current e-mail address which

you have notified to us, you fail to pay any charges due to Numbertel Ltd under this Agreement;

d. the Services are used in breach of Clause 5.

Numbertel Ltd may terminate this Agreement with immediate effect on written notice in order to comply

with the decision or action of a competent regulatory authority. There is a minimum contract period of 12 months after which the Customer may terminate this Agreement subject to a notice in writing. The minimum contract period and the notice period are set out in the order form that you complete, whether online or on paper. Unless we terminate the Service without cause you shall not be entitled to a refund of any charges paid. In order to ensure efficient use of number capacity, Numbertel Ltd reserves the right to recover numbers that remains unused for a continuous period of at least six months.

e. In the event Numbertel ltd was to cease trading, our customer’s numbers are protected by Ofcom regulations with means all numbers are returned to our suppliers. This means customers numbers and connections are always be protected and will continue to work as normal.

13. Amendment

We reserve the right to add to and/or amend the terms of the Agreement at any time in which case the changes shall be notified to the Customer by posting on the Numbertel Ltd website and shall become effective 14 days from the date of posting.

14. Miscellaneous

The services provided by Numbertel Ltd are provided by Tier 1 Telecommunications suppliers who are approved by Ofcom as provider of Publicly Available Telephone Services. Numbertel Ltd is registered in England No: 6982114. VAT reg: 785485588. Our offices is at 53 Balmoral Road, Salisbury, SP1 3PZ. Tel 08454 001 001 fax: 0844 414 0728.

15. Notices

A notice given under this Agreement must be in writing and may be delivered by hand or sent by email, facsimile or post to the addressee at any e-mail address, facsimile number or postal address supplied previously for this purpose. Any such notice shall be deemed to be served (in the case of post) at the start of business on the next business day and (in the case of e-mail or facsimile) at the time of transmission.

16. Assignment

The Customer must not assign or otherwise transfer any of its rights or obligations under this Agreement.

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