08UK LTD Terms and Conditions

08UK LTD Terms and Conditions

Please note that these terms and conditions cover all of 08UK's products so some of the
content may not be relevant to the services you have chosen.

1. Definitions

1.1 "the Customer" means the person, partnership, or company in contract, or prospective contract with
the Company or anyone with a personal number supplied by the Company.
1.2 "Contract" or "Agreement or NGN Supply Form" means the agreement entered into by and between the Company and the Customer and is subject to the terms and conditions set out herein.
1.3 "the Company" means 08UK Ltd (company number 06230514)
1.4 "the Services" means the telecommunications and number services to be supplied by the Company
pursuant to the Customer.
1.5 "the Act" means the Telecommunications Act 1984 and any amendments, modifications, reenactments or replacements of the Act that may be made from time to time.
1.6 "the Carrier" means the actual network through which the Company provides the service to the
Customer.
1.7 "the System" means the electronic communications network and information technology system
which the Carrier operates or provides so as to offer electronic communications services.
1.8 "Numbers" means any telephone number(s) provided by the Company to the Customer under the
Contract
1.9 "SLA" means Service Level Agreement
1.10 "Broadband RFS Date" means the date on which the Company notifies the Customer that an
individual Broadband Circuit is ready for use by the Customer
1.11 Words in the singular shall include the plural and vice versa.
1.12 The headings in these conditions are intended for reference only and shall not affect their construction.

2.0 Quotation/Proposal

2.1 Quotations/proposals by the Company unless otherwise stated in them shall be open for acceptance
within 30 days of the date of quotation/proposal.

3. The Contract

3.1 No Contract shall come into existence until the Customer has returned the Contract to the Company,
signed by the Customer.
3.2 No variations or amendments of the Contract shall be binding on the Company unless accepted and
confirmed by the Company in writing.
3.3 Any concession made or latitude allowed by the Company shall not affect our strict rights under the
Contract.
3.4 If, in any particular case, any of these conditions shall be or be held to be invalid or shall not apply to
the Contract the other conditions shall continue in force and effect.
3.5 All of the terms and conditions contained herein are subject to alteration at any time. It is the
Customer's responsibility to ensure they are fully conversant with the terms and conditions by which they
are bound.
3.6 Without prejudice to their rights under the Agreement expressed, or implied, the Company may
terminate the Agreement in the event that a liquidator, trustee in bankruptcy, receiver, or administrator is
appointed in respect of the assets and/or business of the Customer, or if the Customer is deemed
insolvent according to the Insolvency Act 1986, or if any licence under which the Customer operates its
business is revoked, amended, or ceases to be valid.
3.7 The Contract is between the Company and the Customer as principles and shall not be assignable by
the Customer without the express written consent of the Company.
3.8 The Company may at its discretion suspend or terminate the supply of any services if the Customer
fails to make any payment when and as due or otherwise defaults in any of its obligations under the
Contract or any other agreement with the Company.
3.9 For Non-Geographic or Geographic Numbering Services the complete Contract comprises of the
completed and signed NGN Supply Form and these Terms and Conditions.For WLR/CPS or Broadband
Services the complete Contract comprises of the completed and signed Telecoms Rates Agreement CPS
and/or Telecom Rates Agreement WLR and/or Broadband Agreement (which include Schedule 1 and/or
Schedule 2 and/or Schedule 3) and these Terms and Conditions.It supersedes all understandings or prior
agreements whether oral or written, and all representations or other communication between the
Customer and the Company.
3.10 A person who is not party to this Agreement has no right under the Contract (Rights of Third Parties)
Act 1999 or otherwise to enforce any term of this Agreement.
3.11 The Customer acknowledges that they haven't been induced to enter into this Agreement by any
representations, warranty or another assurance not expressly incorporated into it.
3.12 This Agreement shall not be varied other than in writing by the Company.


4. General

4.1 The Customer shall not in any way imply that he/she is an officer, owner, director, or partner of the
Company.
4.2 The sub-contracting of Numbers/Services provisioned by the Customer is not permitted.
4.3 All times, dates and periods given for performance and/or connection times are given in good faith but
without any responsibility on the part of the Company.
4.4 The Contract and its subject matter are confidential and shall not be disclosed or used for any
unauthorised purpose.
4.5 The name of the Company, its logo, or style, may not be used on, or in any publication without the
approval of the Company.
4.6 The Customer undertakes to use the Service in accordance with the conditions set out herein and any
such variations will be notified in writing to the Customer by the Company and in accordance with the Act
or any other regulations relating to the Service.
4.7 The Agreement represents the entire understanding between the parties in relation to the subject
matter hereof and supersedes all prior agreements, representations or understandings by either party
whether oral or written.
4.8 No statement, description, information, warranty, condition or recommendation contained in any
catalogue, price list, advertisement or communication or made verbally by any of our agents or employees
shall be construed to enlarge, vary or override in any way of these conditions.
4.9 Failure by either party to exercise or enforce any right conferred by the Agreement shall not be
deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of
any other right on any later occasion.
4.10 Any notice, invoice or other document which may be given by either the Customer or the Company
under these conditions shall be deemed to have been duly given if left at or sent by post to the nominated
address or if sent by electronic mail at the time shown on such mail.
4.11 The Customer is required to indemnify the Company of any costs or legal fees incurred by the
Company as a result of the Customer's breach of the Contract.
4.12 The Agreement shall be governed by and construed and interpreted in accordance with English Law
and the parties hereby submit to the jurisdiction of the English Courts.


5. Service

5.1 The Company may sub-contract the performance of the Contract or Service in whole or part to any
person, firm or company without the written consent of the Customer.
5.2 The Customer undertakes not to contravene the Act of any other relevant regulations or licences
regarding the provision and use of the telecommunications services.
5.3 The Customer undertakes to use the Services in accordance with the Act, and any licence granted
thereunder.The Customer further undertakes not to use the Services:

* as a means of communications for a purpose other than that for which the services are provided;
or
* for the transmission of any material which is defamatory, offensive or of an abusive or obscene or
menacing character or is of a nature which if transmitted would constitute a criminal offence or
which infringes the rights of any third party including but not limited to contractual rights and
intellectual property rights;
* in a way that does not comply with the terms of any legislation or any codes of practice, regulations
or any licence or authorisation applicable to the Company or Customer or that is in any way
unlawful or fraudulent or to the knowledge of the Customer has any unlawful or fraudulent purpose
or effect;
* in connection with the carrying out of fraud or a criminal offence against any public
telecommunications operator;
* in any way that constitutes artificial inflation of traffic;
* to make nuisance calls or spam;
* to threaten, harass, stalk, abuse, disrupt or otherwise violate or infringe the rights (including but not
limited to copyright, rights of privacy and publicity) of others;
* to obtain access, through whatever means, to notified restricted areas of the underlying network;
* to send and receive data in such a way or in such amount so as to adversely affect the network (or
any part of it) which underpins any 08UK service or to adversely affect other customers of the
Company and its Suppliers;
* to engage in conduct which amounts to improper or persistent misuse of a public
telecommunications network or service within the meaning of sections 127 to 128 of the Act;
* in a way which (in the reasonable opinion of the Company) brings the name of the Company into
disrepute, or which places the Company in breach of the Act; or
* for any purpose which we may notify you from time to time by reason of any relevant legislation
which comes into force.

5.4 The Customer shall agree to indemnify the Company from all losses, fines, damages, claims, costs
and expenses suffered or incurred by the Company arising from or in connection with the Customers use
of the Services in contravention of the provisions of condition 5.2, 5.3 & 5.9. This condition will survive any
termination of the Contract.
5.5 The Company does not warrant that the Service will be fault free or free of interruptions however the
Company will endeavour to resolve any problems as soon as possible.The Company shall not be liable for
any failure to provide any Service whether this arises from a technical or other failure of the System or
otherwise.
5.6 The Company is entitled to move the Customers Service to another Carrier without the prior
permission of the Customer.
5.7 The Company shall be entitled to change the change the technical specification of the Service
(provided that such changes do not materially affect the performance of the Service) where necessary for
operational reasons, statutory or regulatory requirements.
5.8 The Customer shall comply with all applicable laws and all codes of conduct, decisions, directions or
recommendations issued by Ofcom and/or Phone-paid Services Authority and/or any other competent regulatory body.

6. Use of Numbers

6.1 In the event that the Company allocates any Number/s to the Customer for the purpose of providing
the Services the Customer acknowledges that it shall not acquire any legal equitable or proprietorial right
to any such numbers and the Company shall be entitled to withdraw or change any Number or code upon
giving the Customer reasonable notice, only upon instruction to do so by Ofcom or the allocated
range holder for that number. The company whilst offering live service reserves the right to
disconnect the service to any live destination number, as per charges, section 12.
6.2 End users have a "right to use" the number(s) provided and also a right to port the number(s) away.
They do not own the number(s), however have the right to gain service from another provider on the
number(s) if they wish to (subject to the General Conditions published by Ofcom) and where porting
agreements allow.
6.3 In circumstance where the company is asked to transfer and/or port a Number, or provide any new
number, for use by the Customer with Service from the Company and this agreed transfer includes a
payment by the Customer to the Company then all intellectual property rights of such Number/s, upon
specific receipt of cleared funds to the Company, shall then and at all times after, as between the
Company and the Customer, remain vested in the Customer. All UK Numbers are allocated by Ofcom to
Carriers directly, these terms in no way infringe any intellectual property right that may be claimed by any
particular Carrier for any particular Number, furthermore the Company shall at all times obey any specific
instruction from such a Carrier or Ofcom regarding Numbers.
6.4 Upon receipt of cleared funds (Ref 6.3) made for any Number by the Customer to the Company, the
Customer is entitled to choose to transfer the Number/s away from the Company provided the Customer
gives 30 days written notice to the Company (unless otherwise agreed in the Contract).
6.5 In respect of premium rate services (including 0871 services) the Customer agrees to abide by all
instructions and/or regulations issued by Phone-paid Services Authority and that no action taken by the
Company on the direct written instruction of Phone-paid Services Authority will constitute a breach of this
Agreement or give rise to any liability on the Company's part under this Contract.
6.6 The Company reserves the right to terminate any agreement with a Customer and withdraw their
Number/s and/or Services should they appear on a Consumer Protection List complied at any time or in
the future by Ofcom.
6.7 The Company shall have the right to reallocate Numbers allocated to the Customer pursuant to an
order for Services if those Numbers are not used for a period of six (6) consecutive weeks.
6.8 Any Number allocated by The Company to the Customer is provided for the duration of the Contract
with the Customer or for the duration of the provision by The Company of the Service to the Customer
whichever is the shorter period.The Number/s may not be sold.The Number/s may not be transferred
unless The Company has given prior written permission.
6.9 Any requests for destination changes must be made in writing to the Company.The Company cannot
be held responsible for any errors when destination changes are undertaken by the Company and the
Company will not be held liable for any loss of business. This includes but is not restricted to loss of
revenue, business time, costs, opportunity, data, anticipated savings or profits or for any indirect or
consequential loss.
6.10 The Company aims to complete any requests for any changes to Services as quickly as possible.
The Company uses the standard SLA's as a guideline, these are available upon request.


7.CPS

7.1 Without prejudice to any other rights or remedies that the Company may have, the Company may
terminate the provision of the CPS Service on not less than 1 month's notice in writing to the Customer in
which case the Customer shall pay to the Company all arrears of charges in respect of the CPS Service
up to the date of its termination.


8.Line Rental

8.1 Without prejudice to any other rights or remedies that the Company may have, the Company may
terminate the provision of the Line Rental Service (unless otherwise agreed) on not less than 1 month's
notice in writing to the Customer in which case the Customer shall pay to the Company all arrears of
charges in respect of the Line Rental Service up to the date of its termination.
8.2 Orders for Line Rental Services are subject to a minimum rental period of one month save for ISDN30
lines where the minimum rental period is 12 months and caller redirect where the minimum rental is 3
months.After expiry of the minimum rental period Line Rental Services may be terminated on 30 days
written notice.
8.3 If the Customer cancels an order that has been approved for a line or for the provision of a Line Rental
Service to a site before its commencement date then the Customer shall pay the Company a cancellation
charge.


9.Equipment/Apparatus

9.1 All apparatus which is attached (directly or indirectly) to the Service must conform to the relevant
standard or approval for the time being designated under the Act or the Radio Equipment and
Telecommunications Terminal Equipment Regulations 2000 and any requirements or standards set out in
the relevant handbooks.


10. CSAT Service

10.1 We grant you a limited non-exclusive, non-transferable licence of the Citrus Telecom CSAT
application to enable or enhance your use of the Services. The Citrus CSAT application is licensed to you
for internal business purposes only and you must not allow access to any person other than those of your
employees who need to view, access or use the Citrus CSAT application.
10.2 All intellectual property rights in Citrus Telecoms CSAT application remain the property of Citrus
Telecom and you must not copy, modify, reverse engineer, decompile or otherwise endeavour to obtain
the source code of Citrus CSAT application (except to the extent permitted by law).
10.3 Before the go-live date for the Service you must ensure that you tell us immediately if you discover
any problems or shortcomings in the Citrus CSAT application or routing.


11 Broadband Service

11.1 The physical extent of the Broadband Service runs up to but does not include the broadband modem
or router at the Site.
11.2 The Customer must not use a Broadband Service:

* to knowingly make available or upload files that contain software or other material, data or
information not owned by or licensed to the Customer; or
* to knowingly make available or upload files that contain a virus or corrupt data; or
* to falsify the true ownership of software or other material or information contained in a file that the
Customer makes available via the Broadband service; or
* to publish, post, distribute, disseminate, send, knowingly receive, upload, download, use or re-use
material which is abusive, indecent, defamatory, offensive, obscene or menacing, or in breach of
copyright, privacy or any other rights; or
* to deliberately abuse any part of the Service; or
* to post or send the same or similar messages in multiple use net or news groups; or
* to post or send off-topic items to a use net or news group; or
* to send or provide unsolicited commercial messages or communications in any form; or
* to falsify user information; or
* to act in such a way which threatens the integrity of security of any computer system; or
* with a view to avoiding incurring or paying charges for such usage; or
* with a view to degrading the use of services by third parties; or
* to violate general standards of internet conduct and usage such as denial of service attacks, webpage
defacement, and port and network scanning; or
* to disclose passwords; or
* to violate any restrictions on the size of e-mails; or
* to forge addresses; or
* to share network connections in a manner enabling third parties to access and use such
connections; or
* other than in accordance with the acceptable use policies of any connected networks.
* in a way which is likely to impede the activities of authorised persons responding to an emergency.

11.3 If, in the Company's opinion, any Broadband Customers Equipment fails to comply, at any time, with
the requirements or is causing disruption to any Service or to other end users then the Company may in
it's absolute discretion disconnect the broadband circuit relating to that broadband customer equipment or
take other steps as it judges appropriate to resolve the disruption.
11.4 The Company may implement traffic management measures, which may include without limitation
restrictions on heavy users of contended services, so as to maintain the quality of service across the wider
group of users of that service.
11.5 The Company shall not be liable for any losses incurred by the Customer for any third party
connected with spam, viruses, worms or the use of spam or virus filters, however caused.
11.6 Use of the internet (which is separate from the Broadband Service) is at the Customers own risk and
subject to any applicable laws.The Company will not be liable for any goods, services, information,
software, or other materials that the Customer may obtain when using the internet or newsgroups, nor for
any consequences resulting from viewing, downloading or any interaction whatsoever with the internet or
with newsgroups.
11.7 Without prejudice to any other rights or remedies that the Company may have, the Company may
terminate the provision of the Broadband Service on not less than 1 month's notice in writing to the
Customer in which case the Customer shall pay to the Company all arrears of charges in respect of the
Broadband Service up to the date of its termination.
11.8 The Customer will be responsible for charges and expenses levied on the Company by its Carriers
where the Customer has requested an engineer to visit any site to carry out remedial works which in the
event are substantially attributable to the Act or omission of the Customer or the failure of, or fault with,
any broadband customer equipment.
11.9 If after acceptance of an order the Customer cancels or amends any order prior to the Broadband
RFS Date the Company will be entitled to pass on to the Customer any charges for the installation or
provisioning of that order levied on the Company by it's Carriers.
11.10 The Company accepts no responsibility or liability for the setting-up or programming of any
broadband customer equipment.The Company will not provide any advice, technical support or faultfinding support relating to the operation or configuration of broadband customer equipment.
11.11 The Company reserves the right to revoke its acceptance of any order where a broadband circuit
cannot be reasonably connected to the site in question having due regard to any geographic, practical or
technical issue arising, including but not limited to where the site is an unusually long distance from the
local BT exchange or where there is a poor quality copper connection between the site and the local BT
exchange.
11.12 Certain Broadband Services (those provided as unmetered) are governed by a fair usage policy
with regard to the amount of usage permitted on an individual broadband circuit.Any usage over the
agreed limits will be charged in accordance to charges incurred by the Company from the Carrier.

12. Liability

12.1 In the event that the Services fail and/or calls are diverted to another Carrier, the Company shall not
be obliged to pay any charges incurred with that Carrier, these are payable by the Customer.
12.2 Nothing in these conditions shall impose any liability upon the Company in respect of any nonperformance or Services which are not performed in accordance with the Contract arising out of the Customers own acts, omissions, negligence of default.
12.3 The Company cannot be held responsible or will not be held liable for any loss or non-connection of
Service for whatever reason.This includes but is not restricted to loss of revenue, business time, costs,
opportunity, data, anticipated savings or profits or for any indirect or consequential loss howsoever arising.
12.4 The Customer shall indemnify and hold harmless the Company against all liabilities, claims, losses
(including loss of profit), damages or expenses arising directly or indirectly or in any way associated with
any use of the Service by the Customer or provision of the Service by the Company.
12.5 The Customer will fully indemnify and hold harmless the Company from any claim or liability
whatsoever from a third party arising directly or indirectly out of or in connection with Customer not having
obtained or maintained any of the requisite licences, authorisations, approvals and consents required or
complying with condition 5.9.
12.6 The Citrus CSAT application will conform to the Specification in all material respects and your use of
the CITRUS CSAT application in accordance with the Contract will not infringe the intellectual property
rights of a third party


13. Charges

13.1 Where the services required by the Customer are chargeable, the Company reserves the right to
charge the Customer any charges that the Company has incurred on behalf of the Customer. The
Company also reserves the right to set off the amount of any liability, incurred on behalf of the Customer,
against any sum that would otherwise be due to the Customer under this Agreement or any other
agreement.
13.2 If charges are bought into effect by any act of legislation the Company reserves the right to apply any
such additional charges.The Company will give 30 days written notice to the Customer.
13.3 If relevant and unless otherwise agreed, the Customer agrees to pay for the Services by direct debit,
BACs or company cheque, within fourteen days of the date of the Company's invoice, such invoices to be
rendered once in each calendar month during the continuance of the contract.
13.4 Where applicable the Customer shall pay the price for the Services as set out in the NGN Supply
Form and/or Telecoms Rates Agreement CPS and/or Telecoms Rates Agreement and/or Broadband
Agreement (which include Schedule 1 and/or Schedule 2 and/or Schedule 3).The Company shall be
entitled to decrease its prices at any time, any changes will be reflected in the next invoice after the date
of the decrease.The Company shall be entitled to increase its charges at any time and shall give the
Customer 30 day's notice of any such increase; such increase will take effect after the expiry of such
notice.
13.5 Without prejudice to any other rights it may have, the Company is entitled (before and after any
judgement) to charge daily interest on amounts outstanding 14 days after the date of the Company invoice
until payment is received in full at a rate of 5% per annum above the National Westminster Bank lending
rate.Interest shall continue to accrue notwithstanding termination of the Contract.In addition if payment is
not received 14 days after the invoice date the Customer is liable for a late payment charge of GBP25.
13.6 If payment is not received within 14 days of the date of invoice the Company has the right to
terminate the contract immediately and suspend or revoke any Services received by the Customer.The
Company reserves the right to make a charge for any reconnection and apply different payment terms and
charges as a condition of reconnection.
13.7 All sums referred to in the NGN Supply Form are stated exclusive of VAT and any other taxes of a
similar nature which may from time to time be introduced which shall (if applicable be charged to the
Customer by the Company and are payable by the Customer in the same manner as the actual usage
charges).
13.8 The price for the Services shall be due in full to the Company in accordance with the terms of the
Contract and the Customer shall not be entitled to exercise any set off, lien or any other similar right or
claim.
13.9 The Company may make backdated claims for amounts outstanding from a previous billing period
which were not previously invoiced for technical or other reasons.
13.10 If a deposit is required by the Company and paid by the Customer the Company can apply all or
any amount of the deposit against any unpaid charges or any other liability incurred by the Customer.
13.11 Usage charges shall be calculated by reference to data recorded or logged by the Company and
may not be argued or referenced to any data recorded or logged by the Customer.
13.12 A site survey/ or engineering visit will be necessary under certain conditions. Where an appointment
is agreed with the Company for an Engineer to work at a Customers site and the Engineer is unable to
carry out the work at, or gain access to , the Customers site or the appointment is broken (unless due to
Carrier's error), the Company will charge the Customer for this visit.
13.13 The Company reserves the right to change, at any time, the cost applied to the Customer for
incoming calls to chargeable Numbers from payphones. These will be dependent on the cost passed on
from the Carrier. The rate stated on the NGN Supply Form should be used as a guide only as a minimum
rate that will be applied. If not stated on NGN Supply Form, the current standard guide rate is GBP1.20ppm
(routing to fixed line), plus mobile termination fee if routing to mobile.
13.14 Any fraud, Artificial Inflation of Traffic or other improper use of the Services committed by any
Customer or by any Third Party shall not relieve the Customer of its payment obligations to the Company
under this Agreement. The Customer is responsible for all charges occurred on lines or numbers supplied
by the Company irrespective of whether they themselves (the Customer's team) have made the physical
calls or not. Any call or number charges that occur by proper authorised use or by fraudulent unauthorised
use by any third party must be paid in full by the Customer in accordance with the agreed payment terms.
13.15 Charges for Line Rental, Broadband, Number Platform and ancillary related Services will be
invoiced monthly in advance.
13.16 Outgoing Calls routed over the BT Network will be subject to a surcharge.
13.17 The Company reserves the right to charge the Customer a minimum call connection charge of 1.5p
per call.
13.18 Without prejudice to any other rights it may have, the Company is entitled to charge a monthly
administration fee if the customer chooses non Direct Debit payment method. If the customer chooses
NOT to complete a Direct debit mandate then the Company when raising each invoice will apply an
administration charge of GBP4.50 to each invoice.


14. Revenue Share Payments

14.1 If applicable the Company will only make a revenue share payment to the Customer if 2000 minutes
(0844), 1000 minutes (0871) or 50 minutes (090) or more have been achieved by the Customer per month
(unless agreed otherwise).
14.2 Usage amounts payable against minutes shall be calculated by reference to data recorded or logged
by the Company and may not be argued or referenced to any data recorded or logged by the Customer.
14.3 The Company shall only make payment to the Customer when payment for the relevant month's
minutes has been received from the Carrier by the Company.
14.4 the Company shall be entitled to withhold any sums payable to the Customer and any rebate
otherwise due to the Customer in connection with a Revenue Share Service if:

* It is obliged to do so by an order of any court, tribunal or regulatory body (including Ofcom or
Phone-paid Services Authority)
* In the Company's reasonable opinion fraud or Artificial Inflation of Traffic has taken place.
* The corresponding repayment or rebate from the Carrier to the Company has been withheld or has
been threatened to be withheld.
* The Company has reason to believe the service is being used in a manner which breaches or may
breach the provisions of clauses 5.2, 5.3 or 5.9.
* The Customer is in breach of any of the material terms of this Agreement
* The provisions of all or any part of the Service are suspended for any reason
* There are any unpaid charges due to the Company

14.5 The Company shall be entitled immediately upon written notice to recover revenue share payments
made to the Customer if a successful claim is made against the Company or it's Carriers for recovery of
sums previous paid, provided that in respect of any such claim the Company shall only be entitled to
recover the revenue payments made to the Customer which derived from the same revenue share
Service as gave rise to the revenue which the Carrier is reclaiming from the Company.
14.6 The Company shall be entitled (on the direction of any competent regulatory body) to deduct any fine
or other payment due from the Customer to the regulatory body from any revenue payments to the
Customer.


15. Invoicing and Reporting
15.1 Reports and invoices are prepared by the Company the following calendar month. However, if data
for that month has not been received from the Carrier this will not be billed to the Customer until it has
been received by the Company.
15.2 A revenue share statement for usage on a Number will only be prepared by the Company for the
Customer if a minimum of 2000 minutes (0844), 1000 minutes (0871) or 50 minutes (090) is achieved that
calendar month (unless otherwise agreed).
15.3 The Customer must prepare an invoice for the Company before revenue share payments will be
made by the Company.The invoice must include the Customer's company name and address as stated on
the NGN Supply Form.
15.4 The Customer agrees to receive all invoices electronically.
15.5 The Customer is required to send the Company their invoice no later than 60 days after receiving
their revenue share statement.If the Customer does not send the invoice within 60 days of the date on the
revenue share statement the Company will not pay any revenue share at any time for that period.
15.6 VAT will not be paid to the Customer unless they are VAT registered and the Company has received
a valid VAT number from the Customer.

16. Suspension of Services

16.1 The Company may (without prejudice to its other rights) suspend the provision of the Service and the
performance of its obligations under this Contract in whole or in part with immediate effect (and the
Customer will remain liable for all charges accrued during such period of suspension) if:-

16.1.1 The Company is obliged to do so in order to comply with an order, instruction or request of
Government, an emergency services organisation, a court of law, tribunal or other competent
administrative or regulatory body, including Ofcom and Phone-paid Services Authority;
16.1.2 The Company needs to carry out work relating to the upgrading or maintenance of the System
(provided that the Company has given the Customer the maximum period of notice reasonable
practicable in the circumstances);
16.1.3 the Customer does not pay any sum due and owing to the Company;
16.1.4 The Company has reason to believe a Service is being used in a manner which breaches or
may breach the provisions of clauses 5.2, 5.3 or 5.9.
16.1.5 the Customer is in breach of any of the material terms of this Agreement
16.1.6 for operational reasons or in case of emergency

16.2 If the Company exercises its right to suspend Service the Company will not be liable for any loss,
damage or inconvenience suffered by the Customer.
16.3 In the event of suspension of the Services for whatever reason all sums invoiced by the Company
shall become immediately payable also the Customer shall reimburse the Company for all costs incurred
by the implementation of such suspension and/or the recommencement of the provision of the Services as
appropriate.
16.4 If the Company exercises it's right to suspend the Services, this shall not restrict the right to
terminate the Contract.


17. Termination of the Contract

17.1 Both the Company or the Customer may terminate the Contract by giving 30 days' notice in writing
(unless stated otherwise on the NGN Supply Form and/or Telecoms Rates Agreement CPS and/or
Telecoms Rates Agreement and/or Broadband), the Customer (Ref 6.4) is then entitled to transfer or port
any Number relevant only to the terminated Contract away from the Company.
17.2 Without prejudice to any other rights or remedies of the Company, the Company may terminate this
Agreement with immediate effect if the Customer fails to pay all or any charges by the due date and,
following notice of such breach, fails to remedy the breach within a period of two (2) business days of
receipt of written notice to do so from the Company.
17.3 Both the Company or the Customer (without prejudice to its other rights) may also terminate the
Contract with immediate effect by giving notice in writing to the other, in the event that:

17.3.1 the other is on breach of any provision of the Contract and (where such breach is remediable)
fails to remedy that breach within 14 days of a written notice from the non-defaulting party specifying
the breach.
17.3.2 the other is subject to bankruptcy or insolvency proceedings which shall mean bankruptcy
proceedings, becoming insolvent, making any composition of arrangement with creditors or an
assignment for their benefit, any execution distress or seizure.
17.3.3 if the Company ceases to be authorised to provide Services under the Act or is obliged to
terminate this Contract in order to comply with an order, instruction or request of Government, an
emergency services organisation, a court of law, tribunal or other competent administrative or
regulatory body

17.4 If a line or provision of a Line Rental Service or any other Service to any Site is cancelled by the
Customer within the relevant minimum time commitment then the balance of the rental which would have
been paid for the remaining period of the minimum time commitment becomes immediately
payable.Where the Company terminates this Contract pursuant to clauses 16.1, 16.2 or 16.3 such
termination shall for the purposes of this clause (16.4) be treated as cancellation by the Customer of all
such Services.
17.5 If applicable, on termination of the Contract for any reason the Customer must pay any outstanding
charges for Services up to and including the date of termination.


18. Force Majeure

18.1 Neither party shall be held to be in breach of its obligations under the Agreement, save for obligations
to make payments under the Agreement, to the other party for any loss or damage which may be suffered
by the other party due to any cause beyond the reasonable control of the first party including but not
limited to any act of God, inclement weather failure or shortage of power supplies, flood, drought, lightning
or fire, strike, lock-out, trade dispute or labour disturbance, act or omission of Government authorities,
other telecommunications providers, war, military operations or riot.


19. Confidentiality and data protection

19.1 Neither the Company nor the Customer shall, whilst the Contract is in force or thereafter, disclose
any of the other's confidential information nor any details of the others commercial or technical activities or
policy except insofar as is strictly necessary for fulfilling its obligations hereunder and except for any
disclosure required by statute or law and save for information which is or subsequently enters the public
domain.
19.2 The parties acknowledge that you are the data controller and we are a data processor.