TERMS AND CONDITIONS

1 INTRODUCTION
1.1. In these terms and conditions the terms and expressions set out in clause 22 shall have the meanings set out therein and the rules of interpretation shall apply.

2. APPLICATION OF TERMS
2.1. Each Order for the Services by the Customer to the Company shall be deemed to be an offer by the Customer to purchase the Services subject to these Terms. Subject to any variation under clause 2.3 the Service Agreement will be on these terms and conditions ("Terms") to the exclusion of all other terms and conditions.
2.2. No terms or conditions endorsed upon, delivered with or contained in the Customer's order form, purchase order, confirmation of order, specification or other document will form part of the Service Agreement simply as a result of such document being referred to in the Service Agreement.
2.3. These Terms apply to all the Company's sales and any variation to these Terms and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company.
2.4. No Order placed by the Customer shall be deemed to be accepted by the Company until the Service Agreement is signed by the Customer and returned to the Company and a written acknowledgement of order is issued by the Company or (if earlier) the Company connects the Services.

3. SERVICES
3.1. The Company provides a variety of Telecommunication Services including but not limited to:
3.1.1 Non-Geographic Numbers;
3.1.2 Intelligent Network Services
3.2. The Company will supply to the Customer the Services as shall be specified in the Service Agreement and such Services shall be provided in accordance with these Terms.
3.3. Prior to the provision of the Services the Customer will have supplied or shall provide to the Company the Customer Information and any other information required by the Company.
3.4. If the Customer wishes to proceed with the provision of the Services by the Company the Service Agreement must be signed by an authorised party on behalf of the Customer prior to the commencement of the Services by the Company as confirmation that it accurately sets out the Customer's requirements and returned to the Company.
3.5. The Customer shall provide to the Company without charge or delay on request from the Company all reasonable assistance as may be so requested by the Company for the purpose of enabling the Company to carry out the Services.
3.6. The Customer acknowledges that only one Service Agreement shall apply per Preferred Number and each Order for a Preferred Number will comprise a separate agreement.
3.7. Prior to the commencement of the Services the Customer shall procure that all licences, way leaves and PTO lines necessary for the provision of the Services have been secured and paid for by the Customer. Upon written request from the Customer, the Company may at its sole discretion offer to the Customer reasonable assistance to secure any licence, way leave and/or PTO line required under the Service Agreement.
3.8. The Customer shall not use the Services:
3.8.1. as a means of communication for a purpose other than that for which the Services are provided; or
3.8.2. for the transmission of any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, immoral, abusive or of an obscene or menacing character; or
3.8.3. to violate or infringe any rights of or to cause unwanted inconvenience or anxiety to any third party; or
3.8.4. in such a way as to constitute a violation of any laws or regulations of any other country; or
3.8.5. for the transmission of any material which is unlawful, fraudulent, harmful, threatening, abusive, indecent, defamatory, vulgar, obscene, libellous, hateful, or racially, ethnically or otherwise objectionable;
3.8.6. to directly or indirectly, harm minors in any way or allow or permit such harm to occur;
3.8.7. to "stalk" or otherwise harass another.
In the event that the Company is aware of or reasonably believes that the Customer is misusing the Services as set out in this clause 3.8 or otherwise then the Company shall be entitled to terminate the Service Agreement with immediate effect.
3.9. The Customer shall at any time during the continuance of the Service Agreement be entitled to have the Services transferred, at the Customer's expense, to any other premises within the area operated by the Company.
3.10. The Company reserves the right from time to time to improve or alter the Services as it deems appropriate, provided that such changes do not materially change the nature of the Services.

4. CUSTOMER RESPONSIBILITIES
4.1. The Customer shall at all times:
4.1.1. comply with any reasonable directions or instructions (including requests for assistance or information) issued from time to time by the Company in connection with the Services or any of them;
4.1.2. indemnify and hold harmless the Company against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from any improper use of the Services;
4.1.3. 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 Preferred Number.

5. PRICE
5.1. In consideration of the provision of the Services the Customer shall pay to the Company the Price for the Services.
5.2. The Annual Service Charge shall be fixed at the amount specified in the Service Agreement for 5 years from the Connection Date after which time it shall increase in line with the RPI (Retail Price Index).
5.3. Unless otherwise specified the Price shall be exclusive of any value added tax of which amounts the Customer will pay in addition when the Customer is due to pay for the Services.
5.4. In the event that the Company incurs additional cost and/or charges in supplying the Services to the Customer the Customer will pay such additional costs when it is due to pay for the Services. Any additional cost will be charged to the Customer on a time and materials basis unless otherwise agreed between the parties.
5.5. The Company shall be entitled to review and vary from time to time the Price. The Company shall notify the Customer in writing in advance of any increase or decrease in the Price.

6. PAYMENT
6.1. The Connection Charge is due in pounds sterling in full without any deductions (whether by way of set-off, counterclaim, discount, abatement or otherwise) prior to the connection of the Services and shall be non refundable.
6.2. Unless otherwise agreed in writing payment of the Price shall be made within 14 days of invoice in full without any deductions (whether by way of set-off, counterclaim, discount, abatement or otherwise).
6.3. Payment of the Price shall be made by credit / debit card, BACS, or cheque to the Company's bank account in accordance with the instructions set out in the Service Agreement.
6.4. No payment shall be deemed to have been received until the Company has received cleared funds.
6.5. All payments payable to the Company under the Service Agreement shall become due immediately upon termination of the Service Agreement.
6.6. If the Customer fails to pay the Company any sum due pursuant to the Service Agreement the Customer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England.
6.7. The Company may disconnect, suspend or cancel the provision of the Services or may at its discretion request security for payment from the Customer in the event of late payment.
6.8. The Company shall be entitled to charge additional payment if the Customer is in breach of any of the Service Agreement and/or any of these Terms.

7. CONNECTION
7.1. Upon receipt by the Company of payment in full of the Connection Charge from the Customer the Services will be connected electronically to a Telecommunication Network within a reasonable time.
7.2. The Company will use their reasonable endeavours to connect the Services within 48 hours of receiving payment in full for the Connection Charge. If no connection dates are specified, connection will be within a reasonable time.
7.3. Any liability of the Company for non-connection of the Services shall be limited to connecting the Services within a reasonable time or issuing a credit note at the pro rata Service Agreement rate against any invoice raised for such Services.

8. REBATES
8.1. Subject to clause 8.2 below the Company will pay a rebate at the rate determined on the Service Agreement to the customer on a monthly basis. Whilst the Company shall endeavour to make payment on the same day each month this may prove impractical therefore the Company reserves the right to pay the rebate on such date each month as the Company shall reasonably determine.
8.2. The Company shall be under no obligation to pay any rebate to the customer until the rebate due equals or exceeds the minimum threshold of �10.00. Any rebate unpaid in any month shall be carried forward and shall become payable at the end of the month in which the rebate due equals or exceeds the minimum threshold.
8.3. Payments of rebates shall be made by BACS or by such alternative method that the Company may reasonable stipulate from time to time.
8.4. Prior to payment of the first rebate the customer shall provide the Company with evidence of VAT status. The customer shall notify the Company of any change in VAT status as soon as reasonably practicable in advance of any such change.
8.5. The Company shall be entitled to vary the rate of rebate payable to the customer from time to time in line with any of our carriers (e.g.BT) to their outpayments.
8.6. In the event for whatever reason that the Company fails to receive from the Carriers any outpayment properly due in respect of the Preferred number allocated to the customer the Company shall have no liability to pay such monthly rebate, unless and until the Carriers pay such outpayment.
8.7. In the event of the Carriers making retrospective amendments to their monthly outpayment to the Company, the Company shall be entitled to make similar retrospective amendments to the customer.

9. TERM AND TERMINATION
9.1. Subject to the provisions of clause 15 the Service Agreement will commence on the Connection Date for an initial period of 12 months (the "Initial Term") and shall continue thereafter unless terminated by either party giving to the other party not less than 1 months written notice to the other to expire on or following the expiry of the Initial Term or on the 14th Day of any month thereafter.
9.2. The Company may terminate the Service Agreement forthwith at any time by written notice and may disconnect the Services if:
9.2.1. the Customer fails to make any payment when it becomes due including but not limited to the Annual Service Charge; or
9.2.2. the Customer commits a material breach of any term of the Service Agreement or under any other agreement between the Company and the Customer; or
9.2.3. the Customer ceases trading or is unable to pay its debts as they fall due or a petition is presented or meeting convened for the purpose of winding the Customer up or the Customer enters into liquidation, whether compulsorily or voluntarily, or compounds with its creditors generally or has a receiver appointed of all or any part of its assets; or
9.2.4. the Customer misuses and/or the Company acting reasonably believes that the Customer has misused the Services as specified in clause 3.8 and/or is in breach of the ICSTIS guidelines; or
9.2.5. any licence, permission, agreement or authorisation granted to the Operator or to the Company necessary for the provision of the Services is suspended, revoked or terminated.
9.3. On termination, howsoever arising, the Customer shall:
9.3.1. cease to use the Services; the Company shall be at liberty to re-allocate the Preferred Number as in its absolute discretion it thinks fit.
9.3.2. pay to the Company all arrears and all other costs and expenses, including legal and other fees incurred under the Service Agreement;
9.4. You may at any time within your contract period request for your Preferred Number to be ported to another telecommunications supplier with whom the Company has porting agreements being a minimum of BT.
9.5. For the avoidance of doubt the Customer shall not be entitled to a refund in the event that the Customer terminates the Service Agreement prior to the expiry of the Initial Term.
9.6. Termination, howsoever or whenever occasioned shall be subject to any rights and remedies the Company may have under these Terms or in law.

10 WARRANTY
10.1. The Company shall use all reasonable care and skill to provide the Services in accordance with industry standards.
10.2. The warranty under this clause 10 shall not apply in the event that the Customer or any third party on the Customer's behalf repairs, adapts, tests, make additions or attachments to the Services. Any alterations or extensions necessary or requested under this clause 10.3 by the Customer shall only be carried out by the Company at the Customer's expense.
10.3. The Company does not guarantee:
10.3.1. the supply of the Preferred Number(s) stated in the Service Agreement as the Preferred Number; and/or
10.3.2. the preferred service Connection Date as stated in the Service Agreement.
10.4. The Customer acknowledges that the Services are supplied subject to all limitations of the Telecommunications Network including the risk of imposed prefix or number changes. In particular the Company is unable to guarantee that all overseas systems will be able to access the Customer using the Preferred Number or that telephone keypads will use the same alphanumeric combinations as are currently used in the UK.
10.5. The Customer shall only use the Services in accordance with such conditions as the Company may from time to time notify to the Customer in writing and/or in accordance with the relevant provisions of the Telecommunications Act 1984 (or any modification or re enactment thereof) and/or in accordance with the terms of any PTO or OLO licence subject to which the Company and the Company's service provider operate any direction of the Director General of Telecommunications or other competent authority and any licence granted thereunder which governs the running of a telecommunications system by the Customer.
10.6. The Customer shall indemnify and keep the Company indemnified against all liabilities, claims, damage, losses and costs howsoever arising from any use of the Services in breach of clause 10.5 above.
10.7. All warranties conditions and terms implied by Statute or common law (save for the conditions implied by Section 12 of the Sales of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Service Agreement unless expressly agreed by a Director of the Company.

11 LIMITATION OF LIABILITY
11.1 No claim shall be brought by the Customer for any Event of Default relating to a breach of any provision of the Service Agreement unless notice in writing of such claim (specifying in reasonable detail with supporting evidence the event, matter or default which gives rise to the claim and an estimate of the amount claimed) has been given to the Company within 1 month of the Customer becoming aware of the circumstances which give rise to such claim provided that without prejudice to their rights, the Customer and the Company agree that if they have reason to believe that they may have a cause of action here under, they shall liaise with the other in an open and co operative way with a view to rectifying the reason for such cause of action whenever practicable.
11.2. The Company shall not be liable for any delay or failure to provide the Services and/or loss or damage suffered by the Customer as a result of:
11.2.1. any act or omission of the Customer which is relative to its obligations under the Service Agreement; and/or
11.2.2. any failures of any third parties to provide their Services;
11.2.3. the Customer failing to test the Services within 14 days of the Connection Date;
11.2.4. the failure of the Customer's equipment or of any independent contractors' service equipment including any software applicable thereto;
11.2.5. the Customer's negligence or default;
11.2.6. a fluctuation in mains voltage;
11.2.7. a fault of any PTO's line or equipment;
11.2.8. electrical interference generated in or radiated by electric, electronic or other similar equipment or materials not supplied by us;
11.3. Notwithstanding any other provision under these Terms or otherwise the Company's liability to the Customer for:
11.3.1. death or personal injury resulting from its own or its employees', agents' or sub-contractors' negligence; and/or
11.3.2. any breach of its obligations implied by Section 12 of the Sale of Goods and Services Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; and/or
11.3.3. in relation to any fraudulent misrepresentation or fraudulent acts of it employees
shall not be limited.
11.4. Subject to clause 11.3 it is expressly agreed that the Company's aggregate liability to the Client for any indirect or consequential loss or damage (whether for loss of profit, business, revenue, goodwill or anticipated savings) costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of Events of Default, will be limited to 20% of the total fee paid by the Client under the Service Agreement.
11.5. Subject to clause 11.3 the Company's aggregate liability to the Customer in relation to all claims arising out of Events of Default will be limited to the greater of �1,000 (One Thousand Pounds) or any payment the Customer may receive under clause 11.6 below).
11.6. The Company will use its reasonable endeavours to maintain suitable professional indemnity insurance cover in an amount of �5 million (or such other amount as may from time to time be agreed between the Company and the Customer) and will on request notify the Customer of the details thereof. The Company accepts that if they can make a claim under their insurance then the Customer shall be entitled to receive the sums received by the Company from its insurers under such claim. The Customer accepts such amount of insurance cover as an upper limit of liability in respect of the aggregate of all claims made during or in respect of the term of the Service Agreement between the parties. The Company will use reasonable endeavours to pursue any such claim under any such policy of insurance. The Customer expressly accepts that in all circumstances and in respect of any or all claims it shall be entitled to receive only those sums which are received by the Company from its insurers.
11.7. The Company may upon reasonable notice withdraw the Preferred Number allocated to the Customer and change the same in order to comply with any requirements of a competent authority. Without prejudice to the generality of this clause 11 the Company shall not be liable for claims arising from the Customer's inability for whatever reason to use or continue to use a particular telephone number or numbers.
11.8. The Company is not responsible for the inclusion of the Customer's Preferred Number(s) in any telephone directory and the Company has no liability for any errors or omissions in any directory listing published by a third party.
11.9. The Customer is advised not to incorporate the Preferred Number in any advertising material or directory prior to connection and the Company shall have no liability for any losses or expenses which the Customer incurs by acting in disregard of the above advice.
11.10. In the event that statutory provisions or regulations shall require portability of supply of telephone numbers and subject to full compliance with the terms and conditions of the Service Agreement and in particular the payment in full of all charges and fees payable thereunder by the Customer together with an administration fee of �25 plus VAT payable to the Company and any charges payable to any PTO the Company will facilitate the transfer of the supply of the Services.

12 COPYRIGHT, PATENTS, TRADE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS
12.1. Subject to any statutory or licence provisions relating to telephone number portability, the Customer acknowledges that any and all of the proprietary rights, copyright, trade marks, trade names, patents and other intellectual property rights created, subsisting or used in or in connection with the telephone numbers allocated to the Customer as part of the Services including all documentation and manuals relating thereto (the "Intellectual Property Rights") which may vest in the Company are legally and or beneficially owned by the Company. For the avoidance of doubt, the Customer shall not during or at any time after the completion, expiry or termination of the Service Agreement in any way question or dispute such ownership thereof by the Company.
12.2. For the avoidance of doubt the provisions of clause 12.1 shall not be interpreted as granting the Customer any rights in any third party manufacturer's Intellectual Property Rights or any development or enhancement by a third party manufacturer.
12.3. In the event that new inventions, designs or processes evolve or are generated in the performance of or as a result of the Services the Customer acknowledges that the same shall be the property of the Company as the case may be.

13 DATA PROTECTION ACT
13.1. Information provided by the customer will be stored within the Company's computer system and manually and is covered by the Data Protection Act 1998.
13.2. The Company will act in accordance with the Seventh Data Principle under the Act (data security) with regards to information supplied by the customer.

14 ASSIGNMENT
14.1. The Customer shall not be entitled to assign the Service Agreement or any part of it without the prior written consent of the Company.

15 FORCE MAJEURE
15.1. If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.
15.2. Notwithstanding any other provision of the Service Agreement, neither party shall be deemed to be in breach of the Service Agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under the Service Agreement, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of such obligations shall be extended accordingly.
15.3. If an event of Force Majeure continues in existence for an aggregate period of three months within any period of twelve consecutive calendar months then the parties shall meet to agree suitable means of alleviating the effects of the Force Majeure. If the parties cannot reach such Service Agreement within one month of the date of the first such meeting and such Force Majeure continues, then either party shall be entitled to terminate the Service Agreement by immediate written notice to the other.

16 CONFIDENTIALITY
16.1. Both parties shall treat Confidential Information obtained from the other as confidential and shall not without the prior written agreement of the other at any time hereafter (save as required by law or any regulatory organisation with authority over it) disclose such information to any third party (other than those of its officers, employees advisers and agents whose responsibilities require them to know the same) or use it for any purposes other than for the performance of its obligations pursuant to the Service Agreement (unless such information is in the public domain or is already known to the non-disclosing party otherwise than as a result of a breach of any duty of confidentiality owed in respect of such information).

17 NOTICES
17.1. Any notice to be given under the Service Agreement shall either be delivered personally or sent by first class, recorded delivery post or telex or facsimile transmission. The address for service of each party shall be its address stated on the Service Agreement or any other address for service previously notified in writing to the other party or (in the absence of any such notification) its last known place of business. A notice shall be deemed to have been served as follows:
17.1.1. if personally delivered, at the time of delivery;
17.1.2. if posted, at the expiration of 48 hours after the envelope containing the same was delivered into the custody of the postal authorities; and
17.1.3. if sent by facsimile during normal business, two hours after the time of transmission.
17.2. In proving such service it shall be sufficient to prove that personal delivery was made or that the envelope containing such notice was properly addressed and delivered into the custody of the postal authority as a prepaid first class recorded delivery letter or that the telex or facsimile (as the case may be) was transmitted to the correct number.

18 ENTIRE AGREEMENT
18.1. It is acknowledged and agreed that these Terms (including the documents and instruments referred to herein) (the "Documents") shall supersede all prior representations arrangements understandings and agreements between the parties relating to the subject matter hereof and shall constitute the entire complete and exclusive agreement and understanding between the parties hereto;
18.2. The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently);
18.3. It is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.

19 GENERAL
19.1. Failure or delay by the Company in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Service Agreement.
19.2. If any provision of the Service Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable the invalidity, illegality or unenforceability of such provision shall not affect the other provisions. The provision found to be invalid, illegal or unenforceable shall be amended to such an extent as is necessary to make that provision valid, legal and enforceable. Any provisions not affected by such invalidity, illegality or unenforceability shall remain in full force and effect.
19.3. Nothing within the Service Agreement is intended to create third party rights pursuant to the Contracts (Rights of Third Parties) Act 1999.

20 VARIATION
20.1. The Company may require and accordingly reserves the right to modify these Terms at any time so as to comply with the Operator, OFcom, ICSTIS or any similar authority or to comply with any regulations or other requirements applicable to or imposed upon the Company subject to which the Company operates or by any competent authority.
20.2. Subject to clause 21.1 no purported variation, change or modification of these terms and conditions shall be valid unless confirmed in writing in a document signed by authorised representatives of both parties on or after the date of the Service Agreement which expressly states that it amends the Service Agreement.

21 GOVERNING LAW AND JURISDICTION
21.1. The Service Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts.

22 INTERPRETATION
In these Terms the following expressions shall have the following meanings:
22.1. the "Annual Service Charge" shall be the sum stipulated in the Service Agreement;
22.2. the "Call Charges" means charges levied upon the Customer for use of the Services described in the Service
22.3. the "Company" means Alban Telecom Limited;
22.4. the "Connection Charge" shall be the sum stipulated in the Service Agreement;
22.5. the "Customer" means the person(s), firm or company who enters into the Service Agreement;
22.6. the "Customer Information" means the information that the Customer should provide to the Company in relation to the Services and the Customer's requirements;
22.7. "Event of Default" means:
22.7.1. any breach by the Company of its contractual obligations arising under the Service Agreement (other than a breach arising from wilful default or recklessness);
22.7.2. any misrepresentation by the Company in connection with (whether or not contained in the Service Agreement) the Company or the Services (other than a fraudulent misrepresentation);
22.7.3. any tortious, act or omission, including negligence, arising in connection with the Company's performance under the Service Agreement (other than any act or omission which is fraudulent or dishonest); and/or
22.7.4. any other act giving rise to a liability in respect of the Service Agreement.
22.8. "Force Majeure" means circumstances beyond the reasonable control of a party which prevents such party from performing its obligations under the Service Agreement including strikes, lock-outs, labour disputes, act of God, including but not limited to, fire, flood, or storm (which have a direct impact on the Company's ability to provide the Services), war, riot, civil commotion, malicious damage, or the order of any government or public or local authority;
22.9. "ICSTIS" means the Independent Committee for the Supervision of Standards of Telephone Information Services;
22.10. "OFcom" means the Office of Communications;
22.11. "OLO" means Official Licensed Operator;
22.12. the "OLO Licence" means the licence granted to the Company's service provider to enable the Company to supply the Services (including any amendments or modifications);
22.13. "Operator" means the provider of access to the Telecommunications Network;
22.14. "Order" means a Customer's order for the Services as set out in the Service Agreement signed by the Customer;
22.15. "Preferred Number" means the telephone number(s) which the Customer has requested that the Company allocate to the Customer;
22.16. "Price" means the charges payable by the Customer in accordance with clause [5] including but not limited to the Connection Charge, the Annual Service Charge and the Call Charges as detailed on the Company's Website];
22.17. "PTO" means public telecommunications operator;
22.18. the "PTO Licence" means the licence granted to a PTO under Section 7 of the Telecommunications Act 1984 and includes any amendments or modifications;
22.19. the "Service Agreement" means the agreement between the Customer and the Company for the Services incorporating these Terms and Conditions;
22.20 "Services" means connection to the Telecommunications Network, provision of Preferred Numbers and other telecommunications services as set out in the Service Agreement or otherwise notified in writing by the Company to the Customer;
22.21 "Service Location" means the premises in which the Services are provided;
"Telecommunications Network" means the public and private telecommunications systems accessed by the Preferred Number or by which the Services are made available.