Terms and Conditions for both Telephone Services and Consultancy Services

“Agreement” means this agreement entered into between Telephone Number Solutions and the Customer in respect of the Service or services commencing on the Commencement Date
“Business Customer / Customer” any Customer Telephone Number Solutions makes this Agreement with in respect of where the Service is to be provided to a place of business for business purposes. It includes a person (individual) who Telephone Number Solutions reasonably believes is acting with the Customer’s authority or knowledge
“Call” means a signal, message or communication that is silent, spoken or visual on each line or number that Telephone Number Solutions agrees to provide to the Customer under this Agreement
“Call Charges” means the sum of money (plus VAT) which is payable to Telephone Number Solutions by the Customer per Call
“Charges” means all sums (plus VAT and local taxes where applicable) payable by the Customer to Telephone Number Solutions in respect of the Service including but not limited to the connection charge (in respect of the Customer being connected to the Network). Line and service rentals and call charges for incoming and outgoing calls and any other charges for any other services provided by Telephone Number Solutions
“Commencement Date” means the date of the service is made available to the Customer
“Customer” means the Customer Telephone Number Solutions makes this Agreement with. It includes a person who Telephone Number Solutions reasonably believes is acting with the Customer’s authority or knowledge
“Early Termination Charges” means the charges (plus VAT) for early termination calculated pursuant to clause 14.6
“Equipment” means equipment that is not part of the Network and which the Customer uses or intends to use with the Service
“Fault” means the continuous total loss of the ability to make or to receive calls or the continuous total loss of a related service
“Invoice” means the monthly itemised list of call charges and Services incurred and due for payment by the Customer, supplied to the Customer monthly in arrears for call charges, delivered electronically via electronic-mail (e-mail) or by post (at an additional cost of £10.00 per invoice) should the Customer fail to provide a valid email address. Line rentals, services and special numbers are billed monthly in advance and paid for by means of a Direct Debit
“Line” means a connection to the Network
“Line Rental” means the monthly fixed charge (plus VAT) to be paid by the Customer for the Service as set out in the contract
“Number Rental” means the monthly fixed charge (plus VAT) to be paid by the Customer for the Service as set out in the contract
“Minimum Term” means the period of [12] [24] or [36] months, as notified to the Customer by Telephone Number Solutions on entering into this Agreement and in the contract or Notification Letter or e mail confirmation of the ordered service
“Network” means telecommunications network or networks operated by the Network Operators regardless of Country or location
“Network Operator” means the network operator who operates a network to which the telephone number or line is connected
“Telephone Number Solutions” means Telephone Number Solutions Ltd (Company number 9462638) whose registered office is 35 Holmesdale Road, Reigate, Surrey, RH2 0BJ
“Parties” means Telephone Number Solutions and the Customer and references to “Party” shall be construed accordingly
“Premises” means the place where the Service is or will be provided, usually the Customer’s place of business unless agreed otherwise
“Price List or Price” means the price as agreed and set out on the contract and this can be varied by Telephone Number Solutions from time to time and on such occasions Telephone Number Solutions will endeavour to advise the Customer with 30 days written notice via post or e mail (including information updates and price changes included on the monthly invoice from Telephone Number Solutions to the Customer
“Relevant Standards” means the standards designated under Section 22 of the Telecommunications Act 1984 as amended by the Communications Act 2003
“Service” means all or part of the Service or services explained in clause 1 of these terms and conditions and any related services that Telephone Number Solutions agrees to provide to the Customer under this Agreement and “Services” shall be construed accordingly
“Service Provider” means any Public Electronic Communications Network Provider as defined in the Communications Act 2003
“Switchover Date” means the date of transfer of the Service to Telephone Number Solutions as notified to the Customer
“Website” means the website www.telephonenumbersolutions.com

1.1 The Service Telephone Number Solutions supplies to the Customer is the ability to make and or receive a Call using any number range including ranges beginning 01,02,03,04,05,06,07,08,09 and 1,2,3,4,5,6,7,8,9 or any combination of numbers in any Country also including any rentals and services as shown on the order form – the service connects to a telecommunications network for the provision of lines, numbers and access numbers
1.2 The Service does not include any phones or other equipment. In providing the Service,

From time to time Telephone Number Solutions may have to:
(a) change the code or telephone number or the technical specification of the Service due to mandatory changes imposed on Telephone Number Solutions; or
(b) interrupt the Service for operational or emergency reasons; although Telephone Number Solutions will restore the interrupted Service as quickly as possible; or
(c) give the Customer instructions that Telephone Number Solutions believe are necessary for health or safety reasons, or to maintain the quality of the Service that Telephone Number Solutions supplies to the Customer or to other Customers: or
(d) the service or number may from time to time need to be substituted with an alternative number from the one ordered and advised to the Customer and the Customer is advised to always test the number and the service to check it is working correctly prior to any advertising being commenced

3.1 The Customer may not sell or agree to transfer their telephone number(s) provided to it for use with the Service

4.1 Telephone Number Solutions will not put the Customer’s name, address and the phone number for the Service in the phone book or a directory enquiries service unless the Customer requests Telephone Number Solutions to do so within 14 days of entering into within 14 days of entering in to this agreement and in such cases additional rental costs may be incurred

Telephone Number Solutions may occasionally monitor and record calls made to or by Telephone Number Solutions by or to the Customer, for training and quality purposes

6.1 Telephone Number Solutions complies with its obligations under the Data Protection Act 1998 (“the Act”)
6.2 Telephone Number Solutions will not pass Personal Data obtained from the Customer to any third parties for marketing purposes
6.3 The Customer agrees that Telephone Number Solutions may search the files of credit reference agencies, which will keep a record of that search. Telephone Number Solutions may also carry out identity and anti-fraud checks with fraud prevention agencies. Telephone Number Solutions may also perform subsequent searches for the purpose of risk assessment, debt collection and fraud prevention with one or more credit reference agencies and/or fraud prevention agencies whilst the Customer retains a financial obligation to Telephone Number Solutions

7.1 Telephone Number Solutions will use all reasonable endeavours’ to provide the Service by the date agreed with the Customer with any such date being the date informed to the Customer either verbally or in writing
7.2 Telephone Number Solutions will use the reasonable skill and care of a competent telecommunications service provider to provide the Service however, Telephone Number Solutions cannot guarantee that the Service will always be fault free as other third party companies provide the Network
7.3 The service is provided subject to all of the limitations of a telecommunications network including the risk of imposed prefixed or number changes (and pricing) In particular Telephone Number Solutions is unable to guarantee that all overseas and International networks will be able to access the number or service using the telephone network including calls from standard lines, VoIP, SIP and mobile networks
7.4 In addition Telephone Number Solutions gives no warranty or guarantee that the service is suitable for the Customers purposes. All warranties relating to the service are excluded even if implied and no warranties, statements or representations made prior to concluding the order and this agreement forms any part of the contract

8.1 This Agreement will come into force on the date on which the Customer orders the Service or in the case of the service already existing resigns a contract or agrees to migrate or port a service on a contract. The Service is supplied by Telephone Number Solutions subject to a Minimum Term unless this Agreement is otherwise terminated prior to expiry of the Minimum Term or additional term or terms in accordance with its terms. The Minimum Term will commence on the go live date or the Switchover Date or if a re signed contract for services the date of that contract being signed this then becomes the anniversary date
8.2 Upon expiry of the Minimum Term, or any anniversary thereafter, this Agreement will renew automatically for further periods of 12 months (Additional Term) unless terminated by either party with 30 days written notice prior to the end of the Minimum term or in writing 30 days prior to the start of the 12 Months Additional Term in accordance with the terms of this Agreement and any notification to cancel or change the service. Any notification outside of these dates will incur the outstanding monies for that period as detailed in 14.3

9.1 If there is a Fault, the Customer must report this directly to Telephone Number Solutions by either by calling the main number 0333 323 4000 and selecting the option for support or e mail the fault to support@telephonenumbersolutions.com between the hours of 0830 to 1730 Monday to Friday GMT Greenwich Mean Time and this exclude weekends and UK public bank holidays
9.2 If the Customer reports a Fault in respect of the service, Telephone Number Solutions will report the Fault to the Network Operator as soon as reasonably practicable so that the Network Operator can arrange for an engineer to test the service as soon as possible.
9.3 Telephone Number Solutions will not be responsible for any faults in respect of any Customer who does not or has not paid for the service or the number rental pursuant to this Agreement

10.1 The Customer agrees to pay all of the charges and calls due in respect of the Service as set out in the contract
10.2 The Customer is responsible for all Call Charges incurred as a result of use of the Service by the Customer or any third party using the Service
10.3 Telephone Number Solutions will calculate the Call Charges using the details recorded by the network operator and supplier. Call Charges will normally be invoiced monthly in arrears. Where possible, Call Charges will appear on the Customer’s next invoice, but sometimes there may be a delay and call charges may appear on a subsequent invoice
10.4 Invoices shall be supplied to the Customer monthly in arrears via email (Telephone Number Solutions ‘e billing’) to the Customers registered email address, or alternatively should the Customer fail to provide a valid e-mail address invoices shall be provided by post at an additional cost
10.5 If the Customer does not pay an invoice within 14 calendar days of the date of that invoice, Telephone Number Solutions will send the Customer a reminder by e mail. If Telephone Number Solutions does not receive payment of that invoice within a further 7 calendar of the date of that reminder, Telephone Number Solutions may charge the Customer daily interest on the overdue amount(s) at a rate equal to 4% above the base lending rate of Barclays Bank plc for the period beginning on the date on which payment is due and ending on the date on which payment is made
10.6 If the invoice remains unpaid 7 calendar days after the reminder Telephone Number Solutions will suspend the service without any further notice
10.7 Telephone Number Solutions reserves the right to issue the Customer with an interim invoice if the Customer has exceeded 50% of any previous months calls. Telephone Number Solutions may also ask the Customer to pay a deposit at any time, as security for payment of future invoices
10.8 Charges are payable by Direct Debit, unless agreed otherwise with Telephone Number Solutions. If a Customer cancels an active Direct Debit without Telephone Number Solutions consent reasonable administrative charges may apply
10.9 The Customer must pay all Charges in accordance with their direct debit authority, or if, for some reason, their direct debit payment fails, in accordance with the time for payment detailed in the invoice. The Customer must pay all deposits when Telephone Number Solutions asks for them
10.10 If the Customer’s payment is rejected, or becomes, or is, invalid or unavailable, thereby preventing Telephone Number Solutions from recovering the sums due under your account within 5 calendar days following the due date for payment, Telephone Number Solutions reserves the right immediately to withdraw access to the Services and thereby suspend the service. The Customer will also be charged a reasonable administration fee
10.11 In these circumstances, the Customer will be sent a letter or e mail giving them a further 7 calendar days in which to arrange for their account to be discharged in full – on paid in full a security deposit or an annual payment in advance for the service will be required before Telephone Number Solutions reinstate the service
10.12 If the Customer’s account remains unpaid for a further period of 5 calendar days after the date as per clause 10.11 the service will be ceased and any outstanding monies due will be handed on to a solicitor or an established debt collection agency to pursue. If Telephone Number Solutions are required to instruct their solicitors or other professional advisers to collect any outstanding sums on the Customer’s account, the Customer will be responsible for, and Telephone Number Solutions will look to the Customer to discharge, those costs that are incurred by Telephone Number Solutions in taking such action
10.13 Telephone Number Solutions may amend the charges for services and calls at any time. Telephone Number Solutions will advise the Customer at least 30 days before the change is to take effect by e mail or via a notice on their monthly invoice. On occasions regulators and network operators increase their charges and such increases are outside our control and in turn we pass on these charges. If the Customer does not accept the proposed increase in the charges, the Customer must notify Telephone Number Solutions within 14 days of receipt of the notice of the proposed increase, otherwise the Customer will be deemed to have accepted the proposed increase
10.14 Telephone Number Solutions reserves the right to apply a monthly minimum threshold of £10.00 excluding VAT in respect of inbound and outbound calls for each invoiced account to keep the account operating at a viable level. In the event that the actual outbound and inbound calls billed amount does not reach the threshold level the Customer agrees to pay the difference between the actual calls billed amount and the threshold

11.1 The Customer may only connect phones, extension wiring, sockets or other equipment to the Network using a Main Telephone Socket that the Network Operator have fitted unless the Parties agree otherwise.
11.2 The Equipment must only be used with the Network in a way that meets the Relevant Standards, is technically compatible with the Service and complies with the terms under which Telephone Number Solutions or the Network Operator was granted Authorisation
11.3 The Customer must ensure the Service is not used:
(a) to make offensive, menacing, indecent, nuisance or hoax Calls;
(b) fraudulently or in connection with any criminal offence;
In the event that the Customer uses the Service in breach of this clause shown in 11.3, Telephone Number Solutions reserves the right to suspend the Service pursuant to clause 15. The Customer will fully reimburse Telephone Number Solutions in respect of any sums Telephone Number Solutions is obliged to pay to any third party, and any other costs incurred by Telephone Number Solutions (including without limitation properly incurred legal fees), as a result of the Customer’s misuse of the Services in breach of this clause 11.3

12.1 Telephone Number Solutions liability under this Agreement for a failure in provision of the Service or the Service itself is detailed in this clause 12
12.2 Telephone Number Solutions does not exclude or limit its liability for death or personal injury resulting from its negligence of it’s employees whilst acting in the course of their employment. Each party’s liability to the other shall be limited to £500,000.00 for any one incident or series of incidents and to no more than £1,000,000.00 in total
12.3 Subject to clause 12.2, Telephone Number Solutions shall not be liable to the Customer for any indirect, special or consequential loss arising under this Agreement, including but not limited to loss of profit, business or revenue, loss of anticipated savings, wasted management time, loss of contracts, loss of business or any other loss, damage cost or expense arising out of any breach of this Agreement by Telephone Number Solutions which was not reasonably foreseeable
Telephone Number Solutions cannot guarantee that the Service will operate Fault free as other third party companies provide the Network. This is beyond Telephone Number Solutions reasonable control and Telephone Number Solutions are not therefore liable for faults due to these matters. For the avoidance of doubt Telephone Number Solutions shall not be liable for any delay in the repair of any fault except to the extent that Telephone Number Solutions delays or fails to report the fault (as notified to Telephone Number Solutions by the Customer under clause 9) to the Network Operator as soon as reasonably practicable
12.4 Subject to clauses 12.2 and 12.3 above, Telephone Number Solutions total liability to the Customer (in contract, tort and including negligence, breach of statutory duty, restitution or otherwise in respect of any loss or damage howsoever arising is limited to a total of £10.00 for each number or line affected and subject to an overall total of £200.00 per event or series of events
12.5 Unless clause 12.2 applies, Telephone Number Solutions liability to the Customer in contract, tort (including negligence) or otherwise in relation to this Agreement is limited to £200.00 (two hundred pounds) in any 12 month period
12.6 Except as set out expressly in this Agreement, all conditions, warranties, undertakings and obligations implied by statute, common law, custom, trade, usage or otherwise are excluded to the extent permissible in law
12.7 Nothing in this clause 12 will exclude liability, which one Party would otherwise have to the other Party in respect of any statements made fraudulently
12.8 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law
12.9 Telephone Number Solutions does not accept liability for the acts or omissions of other providers of telecommunication services (including for the avoidance of doubt the Network Operator)
12.10 Telephone Number Solutions does not accept liability to the Customer for any third party interference (either internally at your premises or externally on the network using your service (eg) Hackers with the services nor as a consequence of abuse or misuse thereof
12.11 Any network services or network features which are provided by a third party and not transferred to Telephone Number Solutions will not in any circumstances be the responsibility of telephone Number Solutions

Telephone Number Solutions will not be liable for failure to comply with its obligations as set out in this Agreement due to matters beyond its reasonable control including but not limited to lightning, flood, or exceptionally severe weather, fire or explosion, terrorism, strikes, civil disorder, riot, war, or military operations, national or local emergency, anything done by government or other competent authority or industrial disputes of any kind or in respect of any acts or omissions of Ofcom or any other Public Electronic Communications Network Providers as defined in the Communications Act 2003

14.1 The Customer may terminate this Agreement by written notice to Telephone Number Solutions only if Telephone Number Solutions is in material breach of its terms and fails to remedy such breach within 30 days of receiving notice from the Customer requiring such breach to be remedied
14.2 In the event that the Customer terminates this Agreement prior to expiry of the Minimum Term or additional term, other than in respect of termination by the Customer pursuant to clause 14.1 the Customer shall pay the Early Termination Charges, calculated in accordance with clause 14.3
14.3 The Early Termination Charges shall be, for each number, line or service that a Customer cancels:-
(a) the sum of the line, service and number rental charges payable by the Customer from the date of actual termination until the date of expiry of the Minimum Term or Additional Term; and
(b) any actual call charges or rentals accrued up to and including the date of termination; and
(c) the average monthly call spend multiplied from the date of the actual termination until the date of expiry of the Minimum term or Additional Term; and
(d) an administration charge of £50.00 (fifty pounds) plus VAT.
14.4 In the event that Telephone Number Solutions terminates this Agreement after the expiry of the Minimum Term, other than in respect of termination by Telephone Number Solutions pursuant to clauses 15(d), or 15(e), the Customer shall pay the Charges up to the end of the notice period
14.5 In the event that the Customer terminates this Agreement after the expiry of the Minimum Term or additional term, other than in respect of termination by the Customer pursuant to clause 14.2, the Customer shall pay the Charges up to the end of the notice period in accordance with clause 14.1 or until 30 days from the date the notice is received by Telephone Number Solutions whichever is the later
14.6 If this Agreement ends, Telephone Number Solutions will refund any money owed to the Customer, after first deducting any money the Customer owes to Telephone Number Solutions under this Agreement or any other agreement Telephone Number Solutions has with the Customer
14.7 In the event that the Customer terminates any service prior to expiry of the Minimum or additional Term, other than in respect of termination by the Customer pursuant to clauses 14.2, and 14.4, Telephone Number Solutions shall be entitled to charge the Customer such an amount as would be reasonable in covering Telephone Number Solutions losses as a result of such a termination for the period outstanding on the contract
14.8 The complete set of Terms & Conditions are available on the Telephone Number Solutions website at www.telephonenumbersolutions.com

15.1 Telephone Number Solutions reserves the right to suspend the Service or terminate this Agreement immediately at any time without giving the Customer prior notice, and without prejudice to Telephone Number Solutions other rights and remedies, if:
(a) the Customer breaches this Agreement or any other agreement it has with Telephone Number Solutions for telephone service, including lines, telephone numbers and rented services and fails to remedy the breach within 14 days of Telephone Number Solutions notifying the Customer of such breach and requesting that such breach is remedied;
(b) Telephone Number Solutions believes that the Service is being used in breach of clauses 3.2 or 11.3, whether the Customer is aware of such misuse or not;
(c) the Customer, being an individual, partnership or firm has entered into any composition or arrangement with its creditors, has a petition presented by it or by any other person for its bankruptcy or has a bankruptcy order made against it; or, being a company, is subject to any winding up or administration proceedings, or in any event ceases, or threatens to cease to trade;
(d) Telephone Number Solutions Authorisation (or the authorisation of any relevant third party telecommunications supplier or regulator) expires or is revoked or modified in any respect which materially or adversely affects Telephone Number Solutions ability to provide the Services to you; or
(e) if Telephone Number Solutions have to do so to comply with any order, instruction or request of any authorised government body or authority or any emergency service; or
(g) any direct debit details submitted by the Customer for payment are found not to be or cease to be valid; or
(f) Telephone Number Solutions are directed by any competent authority to cease the provision of the Services or any part of it; or
(h) Telephone Number Solutions contract with any third party who assists Telephone Number Solutions in providing the Services to the Customer is terminated
15.2 If the Customer has a limited payment history for the Service (being less than 3 invoices received and paid in full)Telephone Number Solutions reserves the right to restrict the Customer’s ability to make or receive calls via their numbers or service pending payment of charges accrued on Telephone Number Solutions invoicing system.
15.3 If the Customer does not pay an invoice in accordance with clause 10.4, Telephone Number Solutions reserves the right to suspend the Service and will lift the suspension following full payment being made by the Customer to Telephone Number Solutions
15.4 If Telephone Number Solutions suspends the Service pursuant to this clause 15 (other than pursuant to clauses 15.1(d) and (e), Telephone Number Solutions will not be obliged to recommence provision of the Service until the Customer does what it is obliged to do under and in accordance with the terms of this Agreement or satisfies Telephone Number Solutions that the Service will not be used in a way that is in breach of this Agreement
15.5 The Customer is still liable to pay the Charges applicable to any period of suspension of the Service (other than in respect of a suspension pursuant to clauses 15.1 (d) or (e)
15.6 In the event the Service is suspended by Telephone Number Solutions for reasons as set out in clause 15.1 (c) above, Telephone Number Solutions reserves the right to charge the Customer an administration fee of £50 payable by the Customer within 14 days of the Service being suspended by Telephone Number Solutions
15.7 In the event the Service is recommenced, Telephone Number Solutions reserves the right to charge a reconnection fee of £50.00 plus VAT per affected number and service

If any provision of this Agreement becomes invalid or unenforceable the other provisions of this Agreement shall not be affected by such invalidity or unenforceability

17.1 If the Customer has a complaint or query regarding any aspect of the Service, the Customer should contact Telephone Number Solutions Customer services or write to Telephone Number Solutions at the address given in clause 22
17.2 If Telephone Number Solutions cannot resolve any dispute with the Customer after a 12 week period, either Party can refer the dispute to the Telecoms Ombudsman at
www.otelo.org.uk or on 0845 050 1614 or to OFCOM, the communications regulator at www.ofcom.org.uk or call OFCOM on 0845 456 3000 for resolution
17.3 Nothing in this clause 17 will prevent either Party from:
(a) seeking injunctive relief in the case of any breach or threatened breach by the other Party;
(b) commencing any proceedings where this is reasonably necessary to avoid any loss of a claim due to the rules on limitation of actions; or
(c) commencing proceedings in the case of non-payment of the charges.

18.1 If the Customer asks Telephone Number Solutions to make any change or changes to the Service, Telephone Number Solutions may ask the Customer to confirm its request in writing. If Telephone Number Solutions agrees to a change, this Agreement will be changed when Telephone Number Solutions confirms the change to the Customer in writing
18.2 Telephone Number Solutions can change the conditions of this Agreement including its Charges at any time

Telephone Number Solutions shall have the right to assign or otherwise delegate all or any of its rights and obligations under this Agreement to any Associated Company third party
The Customer cannot assign or try to assign this Agreement or any part of it to a third party without Telephone Number Solutions prior written consent

In response to directives of the Regulator (OFCOM) which require all providers of fixed-line voice telephony services to maintain and follow a sales and marketing, and dispute resolution codes of practice in relation to Customer service, Telephone Number Solutions have produced a Sales and Marketing Code of Practice and a Complaint Handling and Dispute Resolution Code of Practice to protect the Customer’s rights in this area and a full copy of this is available on the OFCOM Website

Any notice given under this Agreement must be delivered by hand, sent by email or sent by prepaid post as follows:
(a) to Telephone Number Solutions Communications, First Floor, 33 Nork Way, Banstead, Surrey, SM7 1PB or such other address as may be notified to the Customer; or
(b) to the Customer at the address the Customer has asked Telephone Number Solutions to send invoices.

22.1 This Agreement constitutes the entire agreement between Telephone Number Solutions and the Customer and supersedes all prior negotiations, representations, proposals, understandings and agreements whether written or oral relating to the Services
22.2 Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraudulent misrepresentation

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, but this does not affect any right or remedy of a third party which exists or is available apart from that Act

The failure or delay by either party to this Agreement to exercise or enforce any right, power or remedy under this Agreement shall not be deemed to operate as a waiver of any such right, power or remedy; nor shall any single or partial exercise by any party operate so as to bar the exercise or enforcement thereof or of any right, power or remedy on any later occasion

This Agreement or any term of this Agreement will be governed by English law and the English courts will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement

 

Telephone Number Solutions Limited

Terms and Conditions for Consultancy Services  

© Telephone Number Solutions Limited 2015

These terms and conditions of business represent the agreement between the parties for non-exclusive engagement of the services offered by Telephone Number Solutions. No variation of these terms shall be made without mutual consent of both parties.

It is important that the Client reads and fully understands these terms and conditions as they establish the working relationship between the parties. The Client is encouraged to seek clarification at any time on any matter contained in this document, including but not limited to obtaining assistance in the translation of the document by contacting Telephone Number Solutions

Definitions

1. ‘ Telephone Number Solutions ‘ shall mean Telephone Number Solutions Limited and any parent, subsidiary, holding or associated company thereof as identified to the Client.
2. ‘ The Client ‘ shall mean the individual person, corporate entity or organisation including a person (individual) who Telephone Number Solutions reasonably believes is acting with the Client’s authority or knowledge that engages Telephone Number Solutions to provide consultancy services subject to these terms of business.
3. ‘ The Agreement ‘ shall mean the contracted engagement by the Client of the services offered by Telephone Number Solutions pertaining to the consultancy service to these terms and conditions.
4. ‘ Third Party ‘ shall mean any individual person or corporate entity made party to the engagement of Telephone Number Solutions by the Client as detailed above, any third party being similarly subject to these terms of business upon being made party to the engagement of Telephone Number Solutions by the Client.
5. ‘ Fees ‘ shall mean the professional fees of Telephone Number Solutions as detailed in any quotation or otherwise directly amended or detailed only by a director in writing or in person at any time for any service provided therein.
6. ‘ Application ‘ shall mean the preparation and submission of any documents, material or verbal statements howsoever transmitted to the intended recipient.
7. ‘ Engagement ‘ shall mean the request by the Client, on its own behalf or on behalf of any third party, made to Telephone Number Solutions to engage the services of Telephone Number Solutions as defined herein and subject to acceptance by the Client of these terms of business.

Such acceptance shall be considered as so confirmed by any request, query or any other correspondence to Telephone Number Solutions from the Client, or any relevant third party detailed by the Client, pertaining to any particular service or Application following receipt, via any written or verbal medium, of these Terms of Business.

8. Immediately upon the Client’s engagement of Telephone Number Solutions to commence consultancy services or to assess or make any application or report, the Client agrees to the terms of this agreement and further the Client agrees and accepts that Telephone Number Solutions is under no obligation to commence or undertake any work in respect of that service or application until such requested initial information and (or) data has been received and passed as satisfactory by Telephone Number Solutions In the interests of clarity, acceptance of these Terms of Business is required only once from the Client and any subsequent communication by the Client to Telephone Number Solutions pertaining to any application will be similarly binding upon the Client.
9. The client agrees, upon engagement of Telephone Number Solutions, to provide any and all documentation and any other data as may be requested by Telephone Number Solutions from time to time as applicable for the purposes of performing its consultancy service.
10. The Client agrees that any information or documentation provided to Telephone Number Solutions pursuant to Clause 9 above shall be true and accurate and if any claims made by the Client are inaccurate or cannot be substantiated by relevant documentation deemed acceptable to Telephone Number Solutions then Telephone Number Solutions will provide options to the Client on how to proceed pursuant to these terms of business.

Further, the Client hereby indemnifies Telephone Number Solutions for any loss or damage Telephone Number Solutions may suffer directly or indirectly as a result of the Client’s breach of this Clause 9 such loss or damage including but not being limited to the legal costs of defending any civil claim or criminal penalty against Telephone Number Solutions arising from the Client’s breach hereof.

11(i)    The Client accepts that Telephone Number Solutions charges fees for its services. Such fees are normally based on the quotation, which will have been clearly identified to the Client. Telephone Number Solutions does offer on occasion, and where clearly detailed to the Client a payment option whereby a share of any savings identified (but not necessarily taken up) to the Client are taken in part or as full payment for the consultancy services provided by Telephone Number Solutions and at Telephone Number Solutions discretion stage payments over the term of the agreed contract with any third party offered to and entered into by the Client can be applied.

11(ii)    Consequently, with particular regard to any discounted payments offered for a longer term commitment by the Client or where a staged payment fee option is offered to the Client, should the Client withdraw or instruct Telephone Number Solutions to withdraw or fail to make payment within a contracted timescale or in any way breach these terms of business in respect of any such service or application prior to the completion of such service or application, fees will be due from the Client to Telephone Number Solutions for the total amount outstanding and subject to paragraph 11(iv).

11(iii)    For the absence of any doubt, relevant billable time in this instance shall not include Telephone Number Solutions providing a response to any client complaint, providing the client with a balance of their financial account with Telephone Number Solutions, providing the Client with copies of any paperwork concerning the Client’s contract or providing the client with a written justification of the actions taken by Telephone Number Solutions

11(iv)    Any time or work undertaken to pursue or retrieve any fees due to Telephone Number Solutions or to engage in any matter instructed by the Client not listed in 11(iii) shall represent billable time based upon Telephone Number Solutions hourly rate and subject to this Clause 11. Such fees shall not exceed the contract total, shall be determined solely by Telephone Number Solutions and for hourly-rated consultancy services shall equal the balance of the Clients account upon receipt of such instructions or until the Client’s payment of any outstanding fees to Telephone Number Solutions, whichever is the later.

12. It is accepted by the Client that upon engagement Telephone Number Solutions shall have already delivered services in whole or in part to the Client, and consequently there shall be no standard ‘cooling off’ period or cancellation of services at this point such condition to have been made clear to the Client in prior communications from Telephone Number Solutions including but not limited to delivery of these terms of business. At no time shall the Client hold legitimate claim against Telephone Number Solutions under the conditions in this clause 12.
13. The Client accepts that if the Client fails to communicate in writing with Telephone Number Solutions with regard to the active contract, such active progress to be defined as the honest and accurate provision by the Client of relevant requested documentation and (or) responses to specific queries, for any period in excess of 30 days at any time without good reason, the viability of such reason to be at the sole discretion of Telephone Number Solutions but at all times fair, a default process will be activated by Telephone Number Solutions, which will request such active progress from the Client within a defined period of 7 days without which the Client shall be considered in default and therefore in breach of these terms of business. At such a time any outstanding engagement fees will be payable in full to Telephone Number Solutions in full within 7 days by the Client. In the interests of clarity, it is the desire and intension of Telephone Number Solutions at all times to complete the Client’s engagement successfully, however where the information is not forthcoming then any outstanding engagement fees will be payable in full .
14. The Client accepts that where Telephone Number Solutions offers any terms of deferred payment this offer is subject to the Client following the advice and due processes of Telephone Number Solutions.

Fees and Payment

15. Whilst Telephone Number Solutions may offer limited free advice and evaluations in some cases, this is at Telephone Number Solutions absolute discretion, and this service may be withdrawn at any time and for any reason. Telephone Number Solutions will give the Client due notice of

Telephone Number Solutions intention to stop giving free advice on some or all of its services and clarify any charges that may apply instead. By taking advantage of any of Telephone Number Solutions free advice services the Client is accepting that this is the case. Telephone Number Solutions makes no representation and accepts no liability as to the current validity of such advice. On no occasion shall Telephone Number Solutions application services be construed as free or obligatory and on no occasion shall Telephone Number Solutions consultancy services be offered or construed as free or obligatory.

16. Payment and method of payment of Telephone Number Solutions fees and any other relevant remuneration under this agreement shall survive the termination of this agreement.
17. The Client agrees to pay to Telephone Number Solutions, both via initial engagement deposit fees and (or) on-going or balance fees, such fees as are detailed to the Client either based upon the detailed consultancy service subject to the relevant clauses herein or upon withdrawal of any application by the Client or Third party subject to the relevant clauses herein and where relevant to pay a deposit as stated by Telephone Number Solutions which may amount to the entire fee and is at the sole discretion of Telephone Number Solutions  The engagement deposit is limited to a minimum of 33% of the agreed fees.
18. The Client agrees to pay any balance sum or statement of account of any fees due by return as indicated on such invoices but in any case within 14 days of receipt from Telephone Number Solutions of an invoice.
19. Any cancellation, delay or other default of any such payment shall incur interest at 4% above the base rate of Barclays Bank plc.
20. From time to time, discounts may be offered including but not limited to repeat business and other quoted volume or discountable services or applications. In no way does any discount qualify or guarantee the Client future or indefinite discounts save for the terms of this agreement. Quoted discounts shall be honoured by Telephone Number Solutions only once written agreement has been received and both engagement and on-going or balance fees are paid by the Client as detailed herein. Discounts are reliant on the presence and integrity of the relevant data as required by Telephone Number Solutions Telephone Number Solutions reserves the right to refuse discounts on the grounds of inaccurate or insufficient application or evidence data. Any long term engagement / agreement by The Client with Telephone Number Solutions shall be due in full for the contracted term should The Client cancel the contract
21. The Client undertakes not to withhold any payment due to Telephone Number Solutions arising out of any service or application hereunder on any grounds, including the existence of any dispute between the Client and Telephone Number Solutions or any other party regarding a contract or any other matter.

Liability

22. Telephone Number Solutions recognises the Client’s statutory rights. Telephone Number Solutions shall not be liable for any loss or damage of any description whatsoever arising from the failure or delay in approval of any contract or arising from any third party action or advice given by Telephone Number Solutions in good faith or for any indirect, special or consequential loss arising under this Agreement, including but not limited to loss of profit, business or revenue, loss of anticipated savings, wasted management time, loss of contracts, loss of business or any other loss, damage cost or expense arising out of any breach of this Agreement by Telephone Number Solutions
23. In any event Telephone Number Solutions liability shall be limited to the amount of our Fees received by Telephone Number Solutions in respect of any individual contract from which such liability may arise.
24. Telephone Number Solutions shall not be liable for any loss or damage whatsoever that the Client may suffer as a result of Telephone Number Solutions being unable to fulfil any of its obligations herein due to the occurrence of an event of force majeure, which term shall include but is not limited to legislative and regulatory acts of government, armed conflict, civil insurrection, strike, lockout, computer failure, failure of power supplies, earthquake, typhoon, tidal wave, and Acts of God.

General

25. It is accepted by the Client that, where there is any third party involvement outside the control of Telephone Number Solutions, such as any Government of regulatory body, the performance in time of Telephone Number Solutions obligations hereunder may in turn be affected by that third party’s timekeeping or service. In the interests of clarity this means that Telephone Number Solutions will make best endeavours to perform its obligations in a timely manner but cannot be held responsible for any delays caused or time taken by third parties.

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, but this does not affect any right or remedy of a third party which exists or is available apart from that Act

26. The Client here warrants that any engagement duly authorised as detailed herein by individuals employed by the Client shall be considered legitimately so and fully empowered by their respective companies. At no time shall this agreement be disputed on the grounds that such individuals are not or should not be seen to be authorised by their respective companies to do so.
27. This agreement shall terminate immediately upon any material breach of its terms without remedy within 14 days by Telephone Number Solutions or the Client or any third party. The provisions of this Agreement concerning remuneration and limitations of liability shall survive its termination.
28. Any notices to be served hereunder may be served upon Telephone Number Solutions at the Companies House registered address, and any notices to be served upon The Client or any third party may be served upon those parties at the last address notified by them to Telephone Number Solutions as being their places of business or address for service, service being deemed to have been effected 7 days after posting by inland post, 14 days after posting from outside the United Kingdom, or 2 days after transmission by facsimile or email.
29. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by the Client without the prior written consent of Telephone Number Solutions
30. The unenforceability of any part hereof shall not affect the enforceability of the balance hereof.

31 Use of the Customer’s information

31.1 Telephone Number Solutions complies with its obligations under the Data Protection Act 1998 (“the Act”)

31.2 Telephone Number Solutions will not pass Personal Data obtained from the Customer to any third parties for marketing purposes

31.3 The Customer agrees that Telephone Number Solutions may search the files of credit reference agencies, which will keep a record of that search. Telephone Number Solutions may also carry out identity and anti-fraud checks with fraud prevention agencies. Telephone Number Solutions may also perform subsequent searches for the purpose of risk assessment, debt collection and fraud prevention with one or more credit reference agencies and/or fraud prevention agencies whilst the Customer retains a financial obligation to Telephone Number Solutions

32. This Agreement or any term of this Agreement will be governed by English law and the English courts will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement

The complete set of Terms & Conditions is available on the Telephone Number Solutions website at www.telephonenumbersolutions.com