Definition of terminology

Client / Customer: is a person, business or organisation using any of the services provided by The Company.

Services: is any mix of call management features and products provided by The Company.

Translations: is the connecting of calls that go through The Company numbers.

The Company: is a trading style, including but not exclusively, Premier Voice & Media, Premier Voicemail or Premier Conferencing, of Smart Numbers Ltd.

 

1. PROVISION OF SERVICES

1.1 The Company agrees to provide Services to the Customer on the terms and conditions of this Agreement once The Company has accepted the Customer's Order. Order can be made over the telephone or in person with a representative of The Company.

The Company will have accepted the order by advising an Order Confirmation, which will be by email, verbal test call and/or SMS.

From time-to-time The Company may need to substitute ordered numbers for alternative numbers before confirmation, due to network duplication, technical or other reasons, which will be advised by The Company before the initial connection. The Company will, where possible, offer alternative numbers for customer selection of the same range and equal memorability as categorised by The Company.

1.2 It is estimated that the Initial Connection for simple translations on single numbers will be no more than 3 working hours after receipt of the Order, unless Numbers have to be ordered from the network, Services need to be added, we are supplying a bulk order or as a result of either parties network restrictions preventing the connection.

1.3 The minimum period of purchase is 1 month from the receipt of order and 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 recorded delivery, to terminate the Agreement. In the case of notice given by the Customer, the notice shall be acknowledged and thereby confirmed by way of a cancellation acceptance from an appropriate person employed by The Company. Acknowledgement of Cancellation emails are sent within 2 working days of receipt of a Customers cancellation request – if you do not receive this you must re-submit by recorded delivery to The Company at 1&2 The Exchange, Beaulieu Road, Dibden Purlieu, Hampshire. SO45 4PX

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. The Company are 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 The Company 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. In the event of unauthorised unpaid invoices comprising of costs to multiple live numbers or services sold on different contracts, the whole account may be closed after Termination of Services are served, severing all previous contracts and agreements. The Company reserves the right to reinstate contracts or agreements in the event of price changes.

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 The Company may still treat as being the Customer, the individual or organisation that made the order for services.

1.8 The Company numbers are supplied on a rental/service agreement. The Company retain the overall ownership of numbers originally supplied to clients and fixed charges made are deemed as rental/service fees for the duration of the agreement. Administrative fees for ports/migrations are charged at £295+vat per number.

The Company provides a discounted Administration Charge. If your number has been live with us between 1-3 months the standard charge of £295+vat per number is made, 4-6 months a reduced administration charge of £225+vat per number, 7-9 months a reduced administration charge of £195+vat per number, 10-12 months a reduced administration charge of £125+vat per number is charged. A fully discounted administration charge of £75+vat per number beyond 12 months. This is a fixed charge scheme and includes all costs incurred by The Company in managing the port along with costs incurred from the losing operator network. The Administration process commences on receipt of payment.

Should The Company need to move numbers, as number owners and managers, they may do so without notification to the customer as long as it does not impede the service or functionality of the number. Customers who port or transfer numbers to The Company retain the right to return or move them subject to:

1.8.1 The new operator having porting agreements in place with our number range holder or network carrier.

1.8.2 The Company notifies customers that the business, number range or service is being closed down or made unavailable.

1.8.3 The Company cannot maintain the existing number or service originally purchased by the customer.

Charges as stated to commence the process will be confirmed & invoiced to clients before any work is completed, with payment being received by BACS/Internet Banking in advance of the process being administered, unless other payment method is agreed.

 

2. THE COMPANY – Our Aims & Promises

2.1 The Company will use reasonable endeavours to provide the products and services ordered, in the time frame given. The Company shall not be liable for any failure resulting from factors outside their control. In particular The Company is not responsible for the operation of the Telecommunications Network.

2.2 The Company 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 service that has been ordered or supplied.

2.3 The Company will provide an after sales service contactable by telephone or e-mail.

 

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 The Company in connection with the services, products supplied and payments required.

3.1.2 Pay The Company under this Agreement on or before the due date for payment without set off or deduction (unless with the full authority & agreement of The Company in writing by either email, from an appropriate Company 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 The Company 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 The Company 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, Credit & Debit Cards.

We accept debit or credit cards only when agreed by an appropriate person of the company.

4.2 The Company may invoice monthly, annually or however it deems suitable for the products & services supplied. If charges are ascertainable in advance, such as rentals, they may be invoiced in advance – this will be advised in the Order Confirmation. In respect of unascertainable future charges, such as call charges, The Company may bill these in arrears, however, we reserve the right to secure a pre-payment to be held on account. The Company will notify customers of this requirement before accepting their order. The Company may change payment terms for Customers if they have failed to pay on time, advise The Company they will not pay or if a reasonable cause to do so arises.

4.3 The Company may require the customer to pay for by direct debit, “top up” credit via, debit or credit cards as a condition of sale of specific services, these will be advised prior to an order confirmation being sent.

4.3.1 Manual Invoice Charges Of £10+vat per invoice raised and mailed, alternatively invoices can be emailed free within the existing service charge.

4.3.2 Failed Direct Debits will be re-presented as long as details remain valid, should the payment fail twice, Failed payment fees of £10+vat will be chargeable.

4.3.3 £5+vat to re-set Direct Debit payment instructions may be applied.

4.4 Certain Services (e.g.diverts to non-traditional mobiles, international destinations) have additional costs which are outside the control of The Company. Where any such charges are increased to The Company, The Company shall 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 & Services may be imposed or changed without notice if The Company is required to do so.

4.4.2 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+vat, 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 The Company.

4.4.4 The Company reserves the right to impose a minimum billing value of 20pence per call received on Inbound Numbers and 20pence per call made on Outbound calls in the absence of any other pre-existing tariffs.

4.4.5 Annual service charges, where applicable, will be charged as advertised on the website or as per the original order / agreement made by / with the customer. The Company 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 and if not remedied may lead to the Termination of Services by The Company.

4.4.6 Change of target destination for numbers will be Free of Charge up to & including two per month when carried out by staff. Thereafter, we reserve the right to charge £2+vat per re-direct.

4.5 Invoices are payable within 14 days or by the date specified on the invoice. The Company reserves the right to apply a £15 "Late Payment Fee" per number.

4.6 Overdue Invoices shall be subject to a fixed sum penalty of £15+vat per billing month until the account is either settled or terminated.

4.7 Charges advertised are exclusive of Value Added Tax.

4.8 The Company 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. switching call plans, adding functionality)

4.9.2 Termination of Agreement in respect or advertising, web or other services that have been committed too.

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 The Company is entitled to dispute such charges with the Operator.

 

5. REVENUES FROM PREMIUM NUMBERS (084/087/09/070)

5.1 The Customer shall be entitled to receive Revenue from The Company 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 The Company 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, confirmed by The Company by email in writing and stored for future reference.

5.3 The Company shall pay Revenue on a monthly basis in arrears, following the receipt of a customer supplied invoice or a self billing account invoice provided by The Company.

5.4 The Company 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 The Company suspects the Customer is in breach of any term of this Agreement or any other agreement between the parties;

5.4.3 If The Company suspects the Customer has increased its entitlement to Revenue by fraudulent or improper means;

5.4.4 If The Company has not received the corresponding payment from the Operator;

5.4.5 If the customer does not invoice The Company within three months of the revenue statement date.

5.5 The Company shall be entitled to set off any Charges due to The Company against Revenue due to the Customer.

 

6. THIRD PARTIES

The customer agrees that The Company may, if necessary, use third party companies for billing charges, collecting direct debits, credit/debit card payments and outstanding debts.
The Company retains all rights in respect to its billing, collection and business partners for any activities required.

 

7. THE COMPANY LIABILITY

7.1 The Company 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 The Company 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, The Company 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 The Company the Customer may apply to The Company for a rebate of any time based Charges in respect of the unavailable Period and The Company shall allow the Customer a proportionate rebate of such time based charges. The Company shall have no other liability for failure or unavailability of the Telecommunications Network or external body.

7.5 The Company 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, WITHDRAW & TERMINATION OF SERVICES

8.1 The Company may withdraw, suspend or terminate numbers, all or part of the Services (or any of them for so long as reasonably required) on a customers account at any time without notice if:-

8.1.1 The Customer is in material breach of this Agreement or any contracted 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 The Company, relates to the Services that may impair or jeopardize the operation of the Services or any part of the Telecommunications Network or Google marketing.

8.1.3 Required to do so directly or indirectly by law, the Operating suppliers, industry regulatory body, OFCOM or Phonepayplus.

8.1.4 Required for modification or maintenance or in cases of emergency.

8.1.5 The Company has good 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 The Company on or before the due date, as specified by The Company on any account charges.

8.2 The Customer shall remain liable for all Charges during any period of withdraw, suspension or after termination of services attributable to the actions or omissions of the Customer.

8.3 Failing to meet the financial terms of any contracts, including but not exclusively to,  porting, termination or cancellation fees or in unauthorised payment arrears on your account, be it in part or full arrears of the services under collective or individual contract on your account.

8.4 We reserve the right to charge re-connection fees of £20.00 +vat per number.

 

9. DATA PROTECTION ACT

9.1 Information that the Customer provides to The Company about private individuals relevant to The Company dealings with the customer will be stored within The Company computer systems.

9.2 For the purpose of the Data Protection Act 1998 ("the Act") The Company 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 The Company.

9.2.2 Communicating with the Customer in connection with The Company 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 The Company.

9.3 By giving The Company that information the Customer consents to The Company holding using and disclosing it for those purposes.

9.4 The Company 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 The Company 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 The Company specifying the breach and requiring it to be remedied;

10.1.2 Any license, permission, agreement or authorization granted to the Operator or to The Company necessary for the provision of the Services is suspended, revoked or terminated; or

10.1.3 The Company is unable to recover from the Operator Revenue payments due to the Customer.

10.2 The Company may terminate Numbers, Agreements & Accounts 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 with 30 days notice, terminate any Agreement and cease use of the numbers and telephony services provided by The Company – unless under a pre-agreed contract. In these circumstances the Customer shall be liable for any outstanding charges accrued or incurred or scheduled to incur before the date of termination and will be required to pay The Company, including any penalty fees.

10.3.1 A Termination of services notification must be received by either email or recorded delivery to action an account closure, providing a minimum 30 days notice. If by Email, a response acknowledging cancellation and/or account closure will be returned within 2 working days, providing the account is clear of outstanding charges. If emails are not received, a recorded delivery notice letter must be sent to The Company at 1&2 The Exchange, Beaulieu Road, Dibden Purlieu, Hampshire SO45 4PX.

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 The Company requires a minimum of 30 days notice of termination of any agreements, products & services supplied by The Company to the customer, unless otherwise agreed by an appropriate officer of The Company in writing, including email. This does not cover agreements where annual charges and payments have been committed to and cannot be changed, such as Directory advertising, Internet and Design projects. These fees must be paid.

10.6 The Company may terminate or re-price all services, packages, solutions and call charges when an Agency agreement broken:

10.6.1 When a Yell.com or Google Agreement is broken.

10.6.2 When our products are not used within Yell.com or Google. I.E. The Company are no longer employed within the advertising purchased.

 

11. USE OF SERVICE

11.0 The Fabric of our Websites may contain a link to one of our trading styles, always this will feature in the footer. A reciprocal link may be included within the portfolio pages, however, this is not guaranteed as showcase websites change.

11.1 By ordering any service supplied by The Company you the customer are agreeing to the Terms and Conditions set out in this agreement.

11.2 By ordering any service supplied by The Company you the customer are agreeing to The Company being able to change or add to these terms & conditions if so required by legislation, the Operator, OFCOM, Phonepayplus 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, unless with the written agreement (including email) by all parties. The Company 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 The Company is purchased or cannot continue to support the products and services).

You the customer are agreeing to the Terms and Conditions set out in this agreement.

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