Terms of Business

Please read these terms and conditions carefully.

If you are unsure of your rights or responsibilities under them or you would like an explanation of any of them, please contact our Customer Services team today Free on 0800 505 3210†.

†Lines open 0900 - 1700, Mon - Fri

Terms of Business for Non-geographic number services

AGREEMENT FOR THE PROVISION OF SERVICES
MAIN BODY TERMS

1. DEFINITIONS AND INTERPRETATION
Agreement: means these Terms and Conditions (including the
Schedules) together with the Order.
Associated Company: means any company which is a parent
company of the Supplier or a subsidiary of such parent company,
where parent company and subsidiary have the meanings set out in
Section 736 of the Companies Act 1985.
Charges: means any or all of the charges and fees payable by the
Customer for the Service pursuant to this Agreement.
Confidential Information: means any information, whether
communicated orally or in documentary or other form, which
relates to the business of the Supplier including, without limitation,
any information relating to products, customers, pricing, policies,
methods, business plans and strategies, technical processes and
financial affairs, in all cases whether expressly stated to be
confidential or not.
Customer: means the party purchasing the Service, as named in
the Order.
ICSTIS: means the Independent Committee for the Supervision of
Telephone Information Services or any similar body that may be
appointed in addition or in substitution.
IPR: means all intellectual property rights including, without
limitation, copyright, patents, trade marks, registered designs,
design rights, mask works, know how and all other similarly
protected rights.
Minimum Period: means twelve (12) months (or such other
period as is set out on the Order) from the date that the Service is
first delivered to the Customer.
Offending Material: means any material, data, images or
information that is:
(i) in breach of any law, regulation, code of practice or
Supplier’s acceptable use policy, or
(ii) abusive, indecent, defamatory, obscene or menacing or
otherwise offensive, or
(iii) in breach of confidence, IPR, privacy or any right of a
third party.
Ofcom: means the independent regulator and competition authority
for the UK communications industry or any similar office that may be
appointed in addition or in substitution.
Order: means the Service Order Agreement signed by the parties
or such other document that the Supplier deems to constitute the
Order.
Schedules: means the Supplier’s standard Schedule(s) to these
Terms and Conditions that contain the special terms and conditions
relating to a particular Service.
Service: means any and all of the services that the Supplier has
agreed to supply to the Customer, as set out in the Order.
Set Up Cost: means the initial cost to the Supplier of providing the
Service to the Customer, including installation costs.
Site: means any or all of the Customer’s sites at which the Supplier
is providing the Service.
Supplier: means 4tel Communications Limited (Company
number 4512684) whose registered office is at Beacon House,
Commercial Road, Penryn. TR10 8AR.
Supplier’s Equipment: means any equipment owned by the
Supplier or its licensors that the Supplier uses to provide the
Service.
System: means the network that the Supplier uses to provide the
Service.
Total Early Termination Fee: means the total of the Early
Termination Fee(s) due pursuant to (and defined in) the
Schedule(s).
Working Day: means 09:00 to 17:00 Monday to Friday but
excluding public holidays in the United Kingdom recognized by
the Supplier.
Any reference in this Agreement to any provision of a statute shall
be construed as a reference to that provision as amended, reenacted
or extended at the relevant time.

2. Duration and Scope of this Agreement
2.1 This Agreement commences on the date of acceptance of the
Order by the Supplier and will continue (subject to Clause 7) until
terminated by a) the Supplier on four (4) weeks written notice, to
expire on or after the end of the Minimum Period or b) the Customer on written (to include e-mail) or verbal notice at any time.
2.2 Until termination for whatever reason, the Supplier agrees to
provide the Service to the Customer in accordance with this
Agreement in consideration of the agreement of the Customer to
use the Service in accordance with this Agreement and to pay the
Charges when they are due.

3. The Supplier’s General Obligations
3.1 The provision of the Service is subject to all relevant licences,
infrastructure (or interconnect arrangements) and consents being in
place. The Supplier shall use reasonable endeavours to meet any
agreed dates but shall not be liable for failure to meet them. The
Customer shall obtain any consent or facility that is necessary or
desirable for the Supplier to provide the Service on the Site.
3.2 The Supplier shall exercise the reasonable care and skill of a
competent telecommunications operator. The Service cannot be
guaranteed to be fault free but the Supplier shall provide the same
quality of service to the Customer as it provides from time to time
to its customers generally.
3.3 The Customer shall report any fault to the Supplier’s Customer
Services Department, where it will be dealt with in accordance
with the agreed fault repair service. Where no Supplier’s
Equipment is installed, the Supplier may request that the Customer
first have its designated maintainer check the Customer’s
equipment. If the Supplier agrees to fix a fault that is caused by
the Customer or that otherwise falls outside the responsibility of
the Supplier or where no fault is found, the Supplier may charge
the Customer for any work that the Supplier has undertaken at its
applicable man-hour rate.

4. The Customer’s Obligations
4.1 The Customer shall not utilise and shall ensure that no other
person uses the Service:
4.1.1 For storing, reproducing, transmitting, communicating or
receiving any Offending Material; or
4.1.2 Fraudulently or for any criminal purpose or in a manner that
is contrary to any regulatory or legal requirement; or
4.1.3 To cause annoyance, inconvenience or needless anxiety to
any person; or
4.1.4 Contrary to instructions that the Supplier may give to the
Customer.
4.2 The Customer will provide the Supplier with all information
that the Supplier needs and allow the Supplier to use that
information for credit checking and debt collection (including
disclosure to and use by third parties acting for the Supplier) and
any other uses and disclosures allowed by the Data Protection Act
1998 and will allow the Supplier to disclose such information to
the extent that the Supplier is required to do so by ICSTIS, Ofcom,
the law or any relevant authority.
4.3 The Customer shall keep all of the Supplier’s Equipment at the
Site safe and shall pay for the replacement and/or repair of any of
the Supplier’s Equipment which is lost, damaged (otherwise than
by fair wear and tear) or destroyed. The Customer shall not alter or
move any of the Supplier’s Equipment, nor do anything that is
likely to damage or adversely affect its performance, nor remove or
deface any words or signs on it, nor permit anyone else to do so.
The Customer shall not sell, let, mortgage, charge, pledge, dispose
of or do anything that would prejudice the Supplier’s Equipment or
the System in any way. The Customer will allow the Supplier to
inspect, test, modify, change, add to, replace or remove any
Supplier’s Equipment, either remotely or via a designated
maintainer. At the end of the term of the Agreement, the Customer
will allow the Supplier access at all times to collect any of the
Supplier’s Equipment in the Customer’s possession.
4.4 The Customer shall at its own cost arrange for the required
Site specific conditions, as notified by the Supplier. This will
include, without limitation, mains electricity supply, connection
points and computer terminals. The Customer shall prepare the
Sites in accordance with the Supplier’s reasonable instructions and
reinstate them at the Customer’s expense after the Supplier has
completed any work necessary for the Supplier to be able to
provide the Service.
4.5 The Customer shall ensure that any equipment (excluding
Supplier’s Equipment) that it uses in connection with the Service
meets any legal or regulatory requirements and is approved for
connection to the System. If not, the Customer must immediately
disconnect it or allow the Supplier to do so at the Customer’s
expense.
4.6 The use of computing equipment and/or computer software
owned and/or controlled by the Supplier (including computer
networks and systems accessed via the network) is permitted for
bona fide purposes and is subject to authorization. Unauthorized or
improper use of these facilities is a breach of this Agreement and
may give rise to withdrawal of the facilities and/or proceedings
under the Computer Misuse Act 1990.
4.7 The Customer shall indemnify and keep indemnified the
Supplier against all or any claims and associated costs, damages or
expenses made by any third party as a consequence of any breach
by or other act or omission of the Customer under or in relation to
this Agreement.

5. Payments
5.1 The Charges are exclusive of Value Added Tax, which shall be
payable by the Customer in addition to the Charges at the rate
applicable from time to time.
5.2 The Customer shall (without set-off or deduction) pay in
pounds sterling all invoices issued by the Supplier under this Agreement or any other agreement you have entered into with 4tel within fourteen
(14) days of the date upon them. If the Customer fails to make
payment by this date in full, in addition to the Supplier’s right to
suspend set out in Clause 6.1, the Supplier may charge interest at
the rate of 2% per annum above the base rate of the Barclays
Bank plc on any amounts outstanding from the due
date for payment until payment is made in full.
5.3 The Supplier may change the level of its Charges after giving
the Customer four (4) weeks written notice of its intention to do so.
This notice may be included in an invoice to the Customer. If the
Supplier increases the Charges by more than the Retail Price Index
during the Minimum Period, the Customer may terminate the
Agreement in accordance with Clause 2 within ten (10) days of
receipt of the notice of increase, without the obligation to pay the
Total Early Termination Fee.
5.4 The Supplier may also change the level of its Charges,
retrospectively as well as prospectively, as a consequence of (a)
any Ofcom direction, determination, order or similar decision, or (b)
any notice issued by BT correcting an error in the amount or
application of a charge or payment under its interconnect
agreement with the Supplier. In both cases, the Supplier shall only
be entitled to change the level of its Charges where the
Foregoing impacts upon the basis upon which the Charges were
calculated.
5.5 Where the Supplier agrees to do work outside a Working Day
at the request of the Customer, the Supplier may charge the
Customer in accordance with the Supplier’s applicable man-hour
rate.
6. Suspension and Variation of the Service
6.1 The Supplier may, in its sole discretion and upon giving the
Customer as much written or oral notice as is reasonably practicable
in the circumstances, suspend or vary the Service without
compensation for any period during which:
6.1.1 The Supplier is required to do so in order to avoid a breach
of the licence issued to the Supplier under the Telecommunications
Act 1984 or the Wireless Telegraphy Acts, as amended from time
to time;
6.1.2 The Supplier is obliged or requested to comply with an order
or instruction of, or a recommendation or request to take such
action received from the Government, Ofcom, Radio
Communications Agency, ICSTIS, an emergency services
organization or a competent administrative authority;
6.1.3 The Supplier reasonably suspects or believes that the
Customer is in breach of Clause 4.1 or the Customer is in breach of
Clause 5.
6.1.3 The Supplier reasonably suspects or believes that the
Customer is in breach of Clause 4.1 or the Customer is in breach of
Clause 5.
6.2 The Customer shall reimburse the Supplier for all reasonable
costs and expenses incurred as a result of the suspension and any
recommencement or variation of the Service where suspension or
variation is implemented as a result of any act or omission of the
Customer.
6.3 The Supplier may at any time suspend the Service or any part
of it, without liability:
6.3.1 To vary the technical specification of the Service in order to
comply with any relevant law or regulation or direction from a
competent authority; or
6.3.2 To repair, maintain or improve the Service;
The Supplier will, during such suspension, try to ensure that
minimum disruption is caused to the Service.

7. Termination
7.1 Either Party may immediately terminate this Agreement by
written notice if the other Party commits a material breach that is
not capable of being remedied.
7.2 Either Party may serve written notice requiring the other Party
to remedy within fourteen (14) days of receipt of the notice a material
breach of this Agreement that is capable of remedy. In the absence
of a remedy in this period, the Party that served notice to remedy
may immediately terminate this Agreement by written notice.
7.3 Either Party may immediately terminate this Agreement by
written notice if the other Party commits an act of bankruptcy or
goes into or is put into liquidation (other than solely for the
purposes of a reconstruction or amalgamation) or if a receiver or
administrator is appointed over all or part of the other Party’s
assets or the other Party suffers seizure of any of its property for
non payment of monies owing.
7.4 The Supplier shall be permitted to terminate this Agreement
immediately by written notice if the Customer fails to pass the
Supplier’s credit policy.
7.5 The Supplier shall be permitted to terminate this Agreement
immediately by written notice at any time for the reasons set out in
Clauses 6.1.1 and 6.1.2.
7.6 The rights to terminate this Agreement given by this Clause 7
shall be without prejudice to any other right or remedy of either
Party in respect of the breach concerned (if any) or any other
breach.

8. LIMITATIONS AND EXCLUSIONS OF LIABILITY
8.1 This Clause 8 sets out the Supplier’s entire liability
(including any liability for acts or omissions of the Supplier’s
employees, agents or subcontractors) to the Customer in tort,
contract or otherwise arising in connection with the
performance, non-performance or contemplated performance
of this Agreement. Except as set out in this Agreement, the
Supplier provides no warranties, conditions or guarantees as to
the description or quality of the Service, and all warranties,
conditions or guarantees implied by or expressly incorporated
as a result of custom and practice, statute, common law or
otherwise are hereby expressly excluded so far as permitted by
law.
8.2 Subject to Clause 8.4, the Supplier’s entire liability for
nonfraudulent representation, or implied warranty, condition or other
term, or under any duty at common law, or in tort or under the
express terms of this Agreement shall not exceed £1,000,000 (one
million pounds sterling) for any one incident or series of related
incidents and £2,000,000 (two million pounds sterling) in
aggregate during the term of this Agreement.
8.3 Notwithstanding anything to the contrary in this Agreement,
but subject to Clause 8.4, the Supplier shall not be liable to the
Customer under the express terms of this Agreement or by reason
of any non-fraudulent representation, or implied warranty,
condition or other term, or any duty at common law, or any tort, for
any loss of profits or revenue, loss of income or business, loss of
goodwill or reputation, loss of anticipated savings, loss of data,
loss of use, or damages, loss or expenses payable by the
Customer to any third party or any indirect or consequential or special loss or damage whatsoever and howsoever caused.
8.4 The Supplier shall not exclude or restrict liability for death or
personal injury resulting from its own negligence or for fraudulent
misrepresentation.
8.5 Each of the Supplier and the Customer acknowledges that it
considers the provisions of this Clause 8 to be reasonable, taking
account of the other terms of this Agreement (including the
Charges) and its ability to insure against losses which may arise
from any breach by the other Party of its obligations under this
Agreement.
8.6 The provisions of this Clause 8 shall survive termination or
expiry of the Agreement.

9 CONFIDENTIALITY AND DATA PROTECTION
9.1 The Customer agrees to keep all Confidential Information
confidential, to disclose it only to its employees that need to know
it and to use it exclusively for the purposes contemplated by this
Agreement. This Clause shall not apply to information that the
Customer can prove:
9.1.1 Is in the public domain otherwise than by the Customer’s
breach;
9.1.2 It already had in its possession prior to obtaining the
information directly or indirectly from the Supplier; or
9.1.3 A third party subsequently disclosed to the Customer free of
restrictions on disclosure and use.
This Clause shall survive for three (3) years from when the
Customer acquired that Confidential Information from the
Supplier.
9.2 The Customer may disclose Confidential Information if
required to do so by law, regulation or rules of a securities
exchange or other regulatory authority, but only to the extent of the
relevant requirement. The Customer shall promptly inform the
Supplier of the requirement and will co-operate with the Supplier
in the disclosure.
9.3 The use of any information, including Calling Line
Identification, may be subject to (and therefore the Customer shall
comply with) the Data Protection Act 1998, EU Data Protection
Directives and The Telecommunications (Data Protection and
Privacy) Regulations 1999.The Supplier reserves the right to
withhold Calling Line Identification if it believes that the Customer
has failed to comply with this Clause or the Supplier receives a
complaint from any relevant authority.

10 OWNERSHIP
All IPR relating to the subject matter of this Agreement shall vest
in, and ownership of the Supplier’s Equipment and the System
(including any works performed by the Supplier to connect the Site
to the System) shall remain with the Supplier or its licensors, as
appropriate. The Customer acknowledges that it shall have no
licence, right, title or interest in or to any IPR of the Supplier or its
licensors or the Supplier’s Equipment or the System, except as
expressly set out in this Agreement. This Clause shall survive
termination or expiry of the Agreement.

11 CIRCUMSTANCES BEYOND REASONABLE CONTROL
11.1 Neither Party shall be liable for any delay in performing its
obligations under this Agreement caused by circumstances beyond
its reasonable control. These are circumstances such as, but not
limited to, Acts of God, insurrection or civil disorder or military
operations, national or local emergency, acts or omissions of
government or other competent authority or regulatory authority,
fire, flood, lightning or other weather of exceptional severity,
subsidence, explosion or industrial disputes. This Clause does not
apply to the Customer’s obligation to pay.
11.2 If either Party is affected by circumstances beyond its
reasonable control, it shall notify the other Party and shall use
reasonable endeavours to overcome the effects. If those effects
continue for more than three (3) months, the Parties shall enter into
a discussion to agree, in good faith, the best way forward.

12 NOTICES
12.1 Notices must be written and delivered by hand or first class
prepaid post. The address for service on the Supplier (subject to
any change notified by the Supplier) is: 4tel Communications
Beacon House, Commercial Road, Penryn. TR10 8AR.
The address for service on the Customer is as set out in the most
recent invoice.
12.2 A notice will be deemed served as follows:
12.2.1 On hand delivery, except where this is outside a Working
Day, in which case the next Working Day;
12.2.2 Two Working Days after posting (proof that the envelope
containing the notice was properly addressed, prepaid and posted
and that it has not been returned to the sender shall be proof of
posting).

13 GENERAL
13.1 Headings in this Agreement shall not affect interpretation.
13.2 A delay in enforcing rights under this Agreement shall not be
a waiver, as any waiver must be expressly granted in writing.
13.3 The unenforceability or invalidity of any part of this
Agreement shall not affect the enforceability or validity of the
remainder of it.
13.4 The termination or expiry of this Agreement shall be without
prejudice to the rights of either Party, which have accrued prior to
termination or expiry. Clauses that are expressed to survive or
which are by implication intended to survive termination or expiry
of this Agreement shall so survive.
13.5 This Agreement contains the entire agreement and
supersedes
all other agreements and understandings between the Parties with
respect to its subject matter. Any terms proposed by the Customer
that are not written in these Terms and Conditions shall be invalid.
Subject to Clause 8.4, each Party acknowledges that, in entering
into this Agreement, it does not do so on the basis of, and does not
rely on, any representation, warranty or other provision except as
expressly written in this Agreement.
13.6 Nothing in this Agreement shall create, or be deemed to
create, a partnership or the relationship of principal and agent or
employer and employee between the Parties.
13.7 This Agreement is not intended to be for the benefit of and
shall not be exercisable by, any third party under the Contracts
(Rights of Third Parties) Act 1999 or otherwise and neither Party
can declare itself trustee of the rights under it for the benefit of any
third party.
13.8 The Supplier may transfer or assign its rights and obligations
to any Associated Company and may sub-contract any of its
obligations. Otherwise, neither Party may transfer, assign,
sublicence or subcontract any rights, licences or obligations under this Agreement without the prior written consent of the other Party,
which will not be unreasonably withheld or delayed.
13.9 English law shall govern the validity, construction and
performance of this Agreement and the Parties submit to the
exclusive jurisdiction of the English Courts.
13.10 These main body Terms and Conditions shall apply in
respect of each Service in addition to the special terms relating to
such Service in the relevant Schedule. Where there is any conflict,
the provisions of the Schedule will prevail.

SCHEDULE OF SPECIAL TERMS FOR NUMBER TRANSLATION SERVICES
1. Definitions
All terms defined in the main body of this Agreement shall have
the same meaning in this Schedule and in addition the defined
terms set out below shall apply in this Schedule only:
Artificial Inflation of Traffic: means a situation where the flow of
calls to any particular revenue share service is disproportionate to
the flow of traffic of calls that would be expected from any good
faith commercial practice and usage of the network.
Call: means the successful establishment of a connection between
a Caller and the Customer’s equipment over the System (and, if
appropriate, a Carrier’s system) enabling the conveyance of signals
and messages between the Caller and the Customer’s equipment.
Caller: means a caller who is to be charged for Calls to the
Customer, at the appropriate rate for the relevant non-geographic
number range as set out by the Carrier whose service the Caller
uses.
Carrier: means any network operator(s) transiting the Call.
Code of Practice: means the ICSTIS Codes of Practice for
Premium Rate Services being the editions that are currently in
force and any amendment or substitution made from time to time.
This definition will also include any other code of practice
introduced, required or approved by OFCOM or other competent
authority that applies to or otherwise affects the NTS.
Customer’s Service: means any service offered by the Customer
to a Caller over an NTS Number, or the contents or any part of
such service and, where appropriate, including any advertising
and/or promotional material used by the Customer.
Frontsheet: means any front sheet to this Agreement. The
Customer may be defined on either the Order or the Frontsheet.
Line Provider: means the provider of a fixed line telephone
service.
NTS: means the Supplier’s number translation service whereby, on
receipt of any Call addressed to an NTS Number, the Supplier shall
translate the NTS Number into a geographic telephone number
allocated to the Customer by its Line Provider and then route that
telephone call to the Line Provider’s telecommunications system.
NTS Charges: means the charges due from the Customer to the
Supplier calculated by reference to the pence per minute charge
(minutes of use of NTS Numbers), the connection charge, the
rental charge and the payphone access charge, all as set out in the
Order or the Frontsheet and payable pursuant to Clause 5.
NTS Number: means a number allocated to the Customer by the
Supplier for NTS and which a Caller will use to access the
Customer’s Service.
Out payments: means the sums (if any) payable by the Supplier to
the Customer pursuant to Clause 6 of this Schedule.

2. Minimum Minutes
2.1 The Supplier shall review the Charges paid or due and the
minutes of Calls generated at various intervals during the
Agreement, usually every three (3) months. If the Customer fails
to meet these requirements the Supplier reserves the right to do one
or more of the following:
2.1.1 Withdraw the NTS Number and terminate the NTS in
respect of that NTS Number;
2.1.2 Where there is not already a rental charge, charge a calendar
monthly rental in the future, in line with the Supplier’s standard
rates, or
2.1.3 increase the Charges in the future in line with the Supplier’s
standard rates for a lower level of traffic; or
2.1.4 Amend the rate of any Out payments for the future in line
with the Supplier’s standard rates for a lower level of traffic.

3. The NTS Numbers
3.1 The Supplier agrees to provide the Customer with the NTS
Number(s) for use in accordance with the terms and conditions of
this Agreement. However, the NTS Numbers will remain the
property of the Supplier at all times.
3.2 The Supplier shall use reasonable endeavours to allocate to the
Customer the available NTS Number(s) requested in writing by the
Customer within an agreed timeframe. Subject to availability, the
Supplier may be able to supply additional NTS Numbers with the
same prefix as previously allocated NTS Numbers.
3.3 The Supplier will not supply NTS Numbers (and the Customer
may not use NTS Numbers) for termination outside the UK or on a
mobile phone. Use of an NTS Number by the Customer for such
termination shall constitute a fraud for the purposes of Clause 6.3
and shall be a material breach of this Agreement, which is not
capable of remedy.
3.4 The Supplier reserves the right to amend or change any NTS
Numbers or DDI if so advised by Ofcom or any other competent
legal authority.
3.5 The Supplier shall not be liable in any way if any Caller is able
to call the Customer’s Service directly via the Customer’s
terminating number and not the relevant NTS Number, except
where such terminating number has become known to the Caller as
a result of the Supplier’s negligent act or omission.

4. The Customer’s General Duties & Obligations
4.1 The Customer shall, prior to the commencement of the NTS,
notify the Supplier in writing as to the general content of the
Customer’s Service and shall provide any other information
reasonably requested by the Supplier.
4.2 The Customer shall ensure that the Customer’s Service and its
content is of a high quality and is advertised, promoted, operated
and presented in a manner so as not to bring or be likely to bring
the Supplier’s or an Associated Company’s name into disrepute.
The Supplier’s opinion in this regard shall be final and binding.
The Customer shall clearly state the standard charge for access to
the Customer’s Service on all promotions.
4.3 The Customer shall be solely responsible for the quality and
content of the Customer’s Service and shall ensure that it complies
with all applicable laws and regulations (including the Code of
Practice). In addition, the Customer shall ensure that all rights,
licences and consents required for the provision of the Customer’s
Service are obtained and complied with. The Customer will
provide evidence of its compliance with this Clause 4.3 on request.
4.4 In the event that ICSTIS and/or OFCOM and/or any other
relevant authority form the view or the Supplier otherwise has
reasonable grounds to believe that the Customer is in actual or
potential breach of the Code of Practice or any applicable law, the
Customer shall comply with any instructions or recommendations
issued by ICSTIS and/or OFCOM and/or other relevant authority
and/or the Supplier.
4.5 The Customer shall give the Supplier as much written notice
as possible (being not less than four weeks) prior to television and
other media advertising of the NTS Number(s) that may result in
increase in capacity usage. The Supplier shall use its reasonable
endeavours to route the forecast telephone calls in full.
4.6 The Customer agrees that it will not provide or include any
material, information or message in the Customer’s Service that
would, either in itself or through transmission, constitute a criminal
offence or otherwise be unlawful or menacing or a nuisance or a
hoax. The Customer will comply with any policy relating to the
use of the NTS Numbers or NTS as the Supplier issues from time
to time.
4.7 The Customer shall neither make nor have anyone on its
behalf make, calls to the NTS Number(s) other than at reasonable
intervals to test that the Customer’s Service is working correctly.
4.8 There shall be no inference on the part of the Customer that it
has received approval in any form from the Supplier as to the
content of the Customer’s Service.
4.9 The Customer shall pay all charges relating to porting NTS
Numbers from any other carrier, or subsequent porting of any NTS
Numbers from the Supplier to any other Carrier.
4.10 The Customer shall indemnify and hold harmless the
Supplier against all liability, costs, losses and expenses arising out
of or in any way connected with any breach of the provisions of
this Clause 4. The Customer shall also indemnify and keep
indemnified the Supplier against all liabilities, actions,
proceedings, claims and demands arising directly or indirectly in
connection with the use of the NTS by the Customer, or the
conduct of the Customer’s business, save where caused by a
breach of this Agreement by the Supplier.

5. NTS Charges
5.1 The Supplier shall be entitled to send an invoice to the
Customer for the NTS Charges relating to calls at the end of the
month in which the relevant calls were made and, for NTS Charges
relating to rental or connection charges, monthly in advance and
following connection respectively.
5.2 The Customer shall pay all NTS Charges as calculated using
the details recorded or logged by the Supplier and not details
recorded by the Customer.
5.3 The Supplier reserves the right to collect any NTS Charges by
offset against the Out payments.

6. Out payments (if applicable)
6.1 In consideration of the Customer’s compliance with this
Agreement, the Supplier shall pay the Customer the Out payments
calculated in accordance with the Order or the Frontsheet or
otherwise notified by the Supplier to the Customer, subject to the
other provisions of this Agreement. The Out payments are based
on the rate of inpayments to the Supplier from the Carrier and the
interconnect payments, network transit and porting conveyance
charges as at the date of this Agreement. If any of these items
increase or decrease at any time, the Supplier shall be entitled to
increase or decrease the Out payments proportionately. The
Supplier shall inform the Customer of any amendments to Out
payment figures.
6.2 Out payments will cease to be payable with immediate effect
upon termination of this Agreement by the Supplier for any reason.
Any accrued Out payments will be paid to the Customer, less any
costs and losses incurred by the Supplier as a result of termination
prior to expiry of the expressly permitted period of notice.
6.3 The Supplier reserves the right to withhold any Out payments
if the Customer’s Service is suspected or alleged to be contrary to
any Code of Practice, fraudulent (including Artificial Inflation of
Traffic), illegal, or contrary to criminal or civil law, subject to the
out come of a subsequent investigation, which may be instigated
by the Supplier or any other Carrier or competent legal authority.
The Customer acknowledges that the Carrier may inform the
Supplier of a suspected contravention without being able to
immediately identify whether the Customer’s Service is involved,
in this case the Supplier shall still be entitled to suspend the Out
payment until the position is clarified. If subsequent to a payment
being made to the Customer, a Carrier withholds payment from the
Supplier relating to the Calls because of alleged contravention of
the Code of Practice, fraud, illegality or breach of the criminal or
civil law (other than by the Supplier) the Supplier shall be entitled
to give notice to the Customer and withhold an equivalent amount
from any further Out payments to the Customer until payment is
received by the Supplier from the Carrier.
6.4 Any losses suffered by the Supplier in respect of fraudulent or
alleged fraudulent use (including Artificial Inflation of Traffic) of
NTS Numbers supplied to the Customer will be deducted from
future Out payments by the Supplier to the Customer, or as a debt
from the Customer. For the avoidance of doubt, the fraudulent or
illegal use of NTS Numbers (including Artificial Inflation of
Traffic), use contrary to civil or criminal law and use in
contravention of the Code of Practice will all constitute material
breaches, which are not capable of remedy.

7. International Toll Free Services (ITFS)
The Customer acknowledges that any ITFS is provided by a third
party supplier (TPS) to the Supplier, and accordingly following
provisions shall apply:
7.1 The Customer undertakes to use the ITFS in accordance
with such terms as the TPS notifies the Supplier and which the
Supplier notifies the Customer in writing from time to time and in
accordance with the relevant provisions of the
Telecommunications Act 1984, the TPS’ licence, any direction of
Ofcom and any licence granted which governs the running of a
telecommunications system by the Customer.
7.2 The Supplier shall have no liability whatsoever for the
acts, faults or omissions of the telecommunications administration
of origin (being the far end telephone administration which
conveys the originating call under the ITFS) or the TPS howsoever
caused, even if such acts, faults or omissions are caused by the
negligence of the telecommunications administration of origin or
the TPS.
7.3 The TPS may require the inclusion in this Agreement of
those provisions of the contract between the Supplier and the TPS
governing the use and supply of the ITFS which the TPS in its sole
discretion shall determine to be reasonable from time to time. Any
such requirement shall be communicated to the Customer in
writing following which such provisions shall be deemed
incorporated into this Agreement by agreement.

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