www.smart-numbers.net	16:28:39 | Thursday 28 August 2008
TERMS OF SALE 1. PROVISION OF SERVICES 1.1 Smart Numbers Ltd agrees to provide Services to the Customer on the terms and conditions of this Agreement once Smart Numbers Ltd has accepted the Customer's Order. Smart Numbers Ltd will have accepted the order upon the confirmation of the order, which will be in writing by email. From time to time Smart Numbers Ltd may need to substitute the ordered number for an alternative number before confirmation, due to duplication, technical or other reasons notified by Smart Numbers Ltd, who will advise the customer accordingly before the initial connection. Smart Numbers Ltd will, where possible, offer alternative numbers for customer selection. 1.2 It is estimated that the Initial Connection will be no more than 48 hours after receipt of the Order, unless stated otherwise. 1.3 The minimum period for the Services is 1 month from the Initial order form & acceptance of terms of sale being submitted by the customer. This Agreement will continue after the expiry of the minimum period unless and until: 1.3.1 It is terminated by either party giving the other written notice, by email or hand delivered, to terminate the Agreement. In the case of notice given by the Customer, the notice shall not become operative until the Customer receives, by way of acknowledgement, a cancellation acceptance form signed by an appropriate person employed by Smart Numbers Ltd or sent from an appropriate Smart Numbers Ltd email address. 1.4 The Services are supplied subject to all limitations of the Telecommunications Network including the risk of imposed prefix, number or call cost changes. In particular Smart Numbers Ltd is unable to guarantee that all overseas systems will be able to access the Customer using the Telephone Number or that telephone keypads will use the same alphanumeric combinations as are currently used in the UK . 1.5 Each Order will, with these terms, comprise a separate contract between the parties unless the order specifies that it is an amendment to an existing contract & is agreed as such by Smart Numbers Ltd to the customer. 1.6 Where an Order covers more than one Telephone Number or Service each Telephone Number or Service shall be deemed the subject of a separate and severable Agreement. 1.7 Where the Customer's name or if applicable, bank details, address or other part of the customers submitted order form is incorrect or incomplete, the Customer agrees that Smart Numbers Ltd may still treat as being the Customer, the individual or organisation that made the order for services. 2. SMART NUMBERS LTD - Aims & Promises 2.1 Smart Numbers Ltd will use reasonable endeavours to provide the Services but Smart Numbers Ltd shall not be liable for any failure resulting from factors outside their control. In particular Smart Numbers Ltd is not responsible for the operation of the Telecommunications Network. 2.2 Smart Numbers Ltd reserves the right to improve or alter the Services as it deems appropriate, provided that such changes do not substantially change the nature of the Services. 2.3 Smart Numbers Ltd will provide an after sales service contactable by telephone or e-mail. 2.4 Smart Numbers Ltd retain the overall ownership of numbers & the rights to porting or transferring numbers to other carriers/network providers. Should Smart Numbers Ltd need to move numbers, they may do so without notification to the customer as long as it does not impede the service or functionality of the number. Smart Numbers Ltd will consider porting requests if the following are correct; 2.4.1 The new operator has porting agreements in place with our number or service carriers 2.4.2 Smart Numbers Ltd notifies customers that the business, number range or service is being closed down or made unavailable. 2.4.3 Smart Numbers Ltd cannot maintain the existing number or service originally purchased by the customer. IMPORTANT: Smart Numbers Ltd retains the future rights to any numbers or products purchased & will not accept porting or transfer requests based on cost alone. 3. CUSTOMER RESPONSIBILITIES 3.1 The Customer shall at all times:- 3.1.1 Comply with any reasonable directions or instructions (including requests for help or information) issued from time to time by Smart Numbers Ltd in connection with the Services, Products supplied and payments required. 3.1.2 Pay Smart Numbers Ltd under this Agreement on or before the due date for payment without set off, or deduction unless with the full authority & agreement of Smart Numbers Ltd in writing by either email, from an appropriate Smart Numbers Ltd email account or letter delivered by hand. 3.1.3 Ensure insofar as is possible that the Telephone Numbers or Services are not used in any unlawful, improper or damaging manner; 3.1.4 Indemnify and hold harmless Smart Numbers Ltd against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from any improper use of the Services; 3.1.5 Indemnify and hold harmless Smart Numbers Ltd 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 or Service 4. CHARGES AND PAYMENT 4.1 Connection charges may be payable upon invoice or prior to the initial connection at our discretion by BACS/internet transfer, Direct Debit, or Cheque. We do not accept cash or credit card's unless agreed otherwise by an appropriate officer of the company. 4.2 Other Charges are payable on invoice. Smart Numbers Ltd may invoice monthly, annually or however it deems suitable for the products & services supplied. If Charges are ascertainable in advance they may be invoiced in advance. In respect of unascertainable future charges, such as call charges, Smart Numbers Ltd may require a reasonable security deposit. Smart Numbers Ltd will notify customers of this requirement before accepting their order. Smart Numbers Ltd may impose pre-payments or deposits upon existing customers if they have failed to pay on time or if present reasonable cause to do so. 4.3 Smart Numbers Ltd may require the Customer to pay by direct debit as a condition of sale. In the event that the Customer is unwilling or unable to pay by Smart Numbers Ltd via our automated means or such automated means are not set up or fail for any reason, Smart Numbers Ltd may impose a penalty & invoice the Customer an additional £15 administration charge to be levied for each invoice. 4.4 Certain Services (e.g. diverts to mobile or international) have additional costs which are outside the control of Smart Numbers Ltd. Where any such charges are increased to Smart Numbers Ltd, Smart Numbers Ltd shall forthwith increase its own charges for the same Services & will confirm all changes with the customer with itemised billing. 4.4.1 Minimum usage charge for Numbers & Smart Call Solution charges may be imposed without notice. 4.4.2 0800, Local STD Numbers, 0845, 0844, 0870 & 0871 Numbers that, upon the anniversary of order, carry less than 1200 minutes of peak calls will be charged a "Minimum Use Fee" annually, to be no more than £19.95, unless higher charges are enforced upon us by our operators whereby these charges will be passed to the customers. 4.4.3 Revenue rebates will only be paid to a minimum invoice value of £25.00, unless otherwise agreed in writing by Smart Numbers Ltd. 4.4.4 Smart Numbers Ltd reserves the right to impose a minimum billing value of 1.5pence per call received ia 0800 numbers. 4.4.5 Annual service charges, where applicable, will be charged as advertised on the website or as per the original order form submitted by the customer & confirmed by Smart Numbers Ltd in our order confirmation. Smart Numbers Ltd will endeavour to supply an online or emailed invoice in advance of the anniversary date of said Annual Service Charges, but does not guarantee this. Failure for the customer to pay with-in the terms or by the date stated may result in the immediate suspension of any & all numbers used by the customer. 4.4.6 Smart Numbers Ltd maintain charges for Smart Call Solutions as advertised online or as per agreed with the customer via their order confirmation. 4.4.7 Change of target destination for numbers will be Free Of Charge up to & including twelve per year. Thereafter, we reserve the right to charge £10 per re-direct. 4.4.8 Smart Numbers Ltd apply, unless otherwise agreed, a £9.95 minimum mothly invoice value to 0800 & local area number billing. Minimum usage charges at number level, including smart call solutions may be imposed without notice ie Should the provider or ofcom impose charges upon Smart Numbers Ltd or its products. 4.5 Invoices are payable within 7 days or by the date specified on the invoice. Smart Numbers Ltd reserve the right to apply a £15 "Late Payment Fee" 4.6 Overdue payments shall be subject to a fixed sum penalty or interest at an annual rate equal to the statutory interest rate chargeable under the Late Payment of Commercial Debts (Interest) Act 1998 both before and after judgement. 4.7 Charges are exclusive of Value Added Tax. 4.8 Smart Numbers Ltd shall in respect of each Service be entitled to review and vary from time to time the Charges and introduce new charges. 4.9 Charges may also be imposed in the following circumstances brought about by a Customer request:- 4.9.1 Change of service. (e.g. moving from landline to mobile diverts) 4.9.2 Termination of this Agreement in respect or of any numbers or services provided. Smart Numbers Ltd will pro-rata charges for the time elapsed since order application or annual renewal date. Late payment (4.5) & administration charges (4.3) may be maintained 4.10 The Customer shall not dispute the amount of any Operator generated Charges unless and then only to the extent that Smart Numbers Ltd is entitled to dispute such charges with the Operator. 5. REVENUES 5.1 The Customer shall be entitled to receive Revenue from Smart Numbers Ltd based on the peak minutes of call time generated by the use of a number that generates a rebate as recorded in data supplied to Smart Numbers Ltd by the Operator which shall be conclusive for the purpose of calculating Revenue Rebates allowed. 5.2 The rate at which Revenue shall be paid shall be agreed between the parties. 5.3 Smart Numbers Ltd shall pay Revenue on a monthly basis in arrears, following the receipt of a customer supplied invoice. 5.4 Smart Numbers Ltd shall be entitled to withhold Revenue due to the Customer:- 5.4.1 Upon the suspension, termination or cancellation of the number or services provided. 5.4.2 If Smart Numbers Ltd suspects the Customer is in breach of any term of this Agreement or any other agreement between the parties; 5.4.3 If Smart Numbers Ltd suspects the Customer has increased its entitlement to Revenue by fraudulent or improper means; 5.4.4 If Smart Numbers Ltd has not received the corresponding payment from the Operator 5.4.5 If the customer does not invoice Smart Numbers Ltd within three months of the revenue statement date 5.5 Smart Numbers Ltd shall be entitled to set off any Charges due to Smart Numbers Ltd against Revenue due to the Customer. 6. THIRD PARTIES The customer agrees that Smart Numbers Ltd may from time to time, use third party companies for billing call charges, collecting direct debits, credit card payments & outstanding debts. Smart Numbers Ltd retains all rights in respect to its billing, collection and business partners for any activities required. 7. SMART NUMBERS LTD LIABILITY 7.1 Smart Numbers Ltd 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. 7.2 Smart Numbers Ltd shall exercise reasonable skill and care in the provision of the Numbers & Services supplied. 7.3 Except as stated expressly otherwise in this Agreement, in relation to the provision of Services, Smart Numbers Ltd 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. 7.4 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 Smart Numbers Ltd the Customer may apply to Smart Numbers Ltd for a rebate of any time based Charges in respect of the unavailable Period and Smart Numbers Ltd shall allow the Customer a proportionate rebate of such time based charges. Smart Numbers Ltd shall have no other liability for failure or unavailability of the Telecommunications Network. 7.5 Smart Numbers Ltd 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. 8. SUSPENSION OF SERVICES 8.1 Smart Numbers Ltd may suspend all or part of the Services or any of them for so long as reasonably required or disconnect the Telephone Number at any time without notice if:- 8.1.1 The Customer is in material breach of this Agreement or any other agreement between the parties. 8.1.2 The Customer acts in such a way or permits anything to be done which, in the reasonable opinion of Smart Numbers Ltd, relates to the Services and may impair or jeopardise the operation of the Services or any part of the Telecommunications Network; 8.1.3 Required to do so directly or indirectly by law, the Operator, OFCOM or ICSTIS; 8.1.4 Required for modification or maintenance or in cases of emergency 8.1.5 Smart Numbers Ltd has reason to believe the Services are being used for unlawful, fraudulent or improper purposes. 8.1.6 Payments or pre-payments for any monthly, annual or adhoc charges fail or are not received by Smart Numbers Ltd on or before the due date, as specified by Smart Numbers Ltd. 8.2 The Customer shall remain liable for all Charges during any period of suspension attributable to the actions or omissions of the Customer 9. DATA PROTECTION ACT 9.1 Information that the Customer provides to Smart Numbers Ltd about private individuals relevant to Smart Numbers Ltd dealings with the Customer will be stored within Smart Numbers Ltd computer systems. 9.2 For the purpose of the Data Protection Act 1998 ("the Act") Smart Numbers Ltd needs to specify the purposes for which it will use that information. It will of course only use it for legitimate purposes, including:- 9.2.1 Communicating with the individuals concerned as necessary in connection with the Customer's dealings with Smart Numbers Ltd. 9.2.2 Communicating with the Customer in connection with Smart Numbers Ltd services generally; 9.2.3 Providing it to third parties as required by the Customer or the law or as necessary in connection with the Customer's dealings with Smart Numbers Ltd 9.3 By giving Smart Numbers Ltd that information the Customer consents to Smart Numbers Ltd holding using and disclosing it for those purposes. 9.4 Smart Numbers Ltd 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. TERMINATION OF AGREEMENT 10.1 Smart Numbers Ltd may terminate this Agreement immediately by notice in writing, including email to the Customer if:- 10.1.1 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 Smart Numbers Ltd specifying the breach and requiring it to be remedied; 10.1.2 Any licence, permission, agreement or authorisation granted to the Operator or to Smart Numbers Ltd necessary for the provision of the Services is suspended, revoked or terminated; or 10.1.3 Smart Numbers Ltd is unable to recover from the Operator Revenue payments due to the Customer. 10.2 Smart Numbers Ltd may terminate this Agreement immediately without written notice, if it has reasonable reason to believe outstanding charges or debts will not be paid when due. 10.3 The Customer can at any time by reasonable notice terminate any Agreement & cease use of the numbers & services provided by Smart Numbers Ltd. In these circumstances the Customer shall be liable for any outstanding charges accrued or incurred or scheduled to incur before he date of termination & will be required to pay Smart Numbers Ltd including any penalty fees. 10.4 Any termination of this Agreement shall be without prejudice to the rights of either party accrued to the date of termination. 10.5 Smart Numbers Ltd requires a minimum of 4 weeks notice of termination of any agreements, products & services supplied by Smart Numbers Ltd to the customer, unless otherwise agreed by an appropriate officer of Smart Numbers Ltd in writing, including email. 11. USE OF SERVICE 11.1 By ordering any service supplied by Smart Numbers Ltd you the customer are agreeing to the Terms and Conditions set out in this agreement. 11.2 By ordering any service supplied by Smart Numbers Ltd you the customer are agreeing to Smart Numbers Ltd being able to change or add to these terms & conditions if so required by legislation, the Operator, OFCOM, ICSTIS or any similar authority. 11.3 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. 11.4 The Customer shall not assign or try to assign any or all of the rights and responsibilities under the Agreement but Smart Numbers Ltd 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 (e.g. if Smart Numbers Ltd is purchased).
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