Smart Numbers Terms of Sale

1. PROVISION OF SERVICES

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

Smart Numbers Ltd will have accepted the order by advising an Order Confirmation, which will be by email.

From time to time Smart Numbers Ltd may need to substitute ordered numbers for alternative numbers before confirmation, due to network duplication, technical or other reasons, which will be advised by Smart Numbers before the initial connection. Smart Numbers Ltd will, where possible, offer alternative numbers for customer selection of the same range.

1.2 It is estimated that the Initial Connection for simple translations on single numbers available from the website will be no more than 3 working hours after receipt of the Order, unless stated otherwise i.e. Numbers have to be ordered from the network, Call solutions need to be added or we are supplying a bulk order. There may also be a delay subject to the network carriers scheduling of orders.

1.3 The minimum period for Service is 1 month from the order form 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 Smart Numbers Ltd. This email will be send within 2 working days of receipt of your cancellation – if you do not receive this you must re-submit by recorded delivery to Smart Numbers Ltd 26-27 Shamrock Way, Hythe Marina Village, Southampton SO45 6DY.

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. Smart Numbers Ltd 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 Smart Numbers Ltd 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.

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 Smart Numbers Ltd may still treat as being the Customer, the individual or organisation that made the order for services.

1.8 Smart Numbers Ltd numbers are supplied on a rental/service agreement. Smart numbers Ltd 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 based on the length of time your number has been live with us; between 1-3 months £295, 4-6 months £225, 7-9 months £195, 10-12 £125, then over 12 months at £75 per number and +vat. This is a fixed charge and includes all costs incurred by Smart Numbers + from the losing operator network. Should Smart Numbers Ltd 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 Smart Numbers Ltd 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 Smart Numbers Ltd notifies customers that the business, number range or service is being closed down or made unavailable.

1.8.3 Smart Numbers Ltd cannot maintain the existing number or service originally purchased by the customer.

Charges to complete 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.

2. SMART NUMBERS LTD - Aims & Promises

2.1 Smart Numbers Ltd will use reasonable endeavours to provide the products and services ordered. Smart Numbers Ltd shall not be liable for any failure resulting from factors outside their control. In particular Smart Numbers Ltd is not responsible for the operation of the Telecommunications Network.

2.2 Smart Numbers Ltd 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 Smart Numbers Ltd 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 Smart Numbers Ltd in connection with the services, products supplied and payments required.

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

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

4.2 Smart Numbers Ltd 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, Smart Numbers Ltd normally bills these in arrears, however, we reserve the right to secure a pre-payment. Smart Numbers Ltd will notify customers of this requirement before accepting their order. Smart Numbers Ltd may impose pre-payments or deposits upon existing customers if they have failed to pay on time or if present reasonable cause to do so.

4.3 Smart Numbers Ltd may require the Customer to pay by direct debit as a condition of sale. In the event that the Customer is unwilling or unable to pay by Direct Debit Smart Numbers Ltd may apply manual billing charges, these will be notified before doing so.

4.3.1 Manual Billing Charges Of £10 per invoice raised and mailed.

4.3.2 Failed Direct Debits will be represented as long as details remain valid, should the payment fail twice, Failed payment fee of £10 will be chargeable.

4.3.3 £5 to re-set Direct Debit payment instructions.

4.4 Certain Services (e.g. diverts to mobile or international) have additional costs which are outside the control of Smart Numbers Ltd. Where any such charges are increased to Smart Numbers Ltd, Smart Numbers Ltd 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 & Smart Call Solution charges may be imposed without notice.

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, 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 Smart Numbers Ltd.

4.4.4 Smart Numbers Ltd reserves the right to impose a minimum billing value of 1.5pence per call received on Inbound Numbers and 1pence per call made on Outbound calls.

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. Smart Numbers Ltd will endeavor 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.

4.4.6 Smart Numbers Ltd maintain charges for Smart Call Solutions as advertised on their website or as per the latest order / agreement made with the customer via email or recorded telephone call.

4.4.7 Change of target destination for numbers will be Free of Charge up to & including twelve per year. Thereafter, we reserve the right to charge £10 per re-direct.

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

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

4.7 Charges advertised are exclusive of Value Added Tax.

4.8 Smart Numbers Ltd 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. moving from landline to mobile diverts)

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 Smart Numbers Ltd is entitled to dispute such charges with the Operator.

5. REVENUES

5.1 The Customer shall be entitled to receive Revenue from Smart Numbers Ltd 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 Smart Numbers Ltd 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.

5.3 Smart Numbers Ltd 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 Smart Numbers Ltd.

5.4 Smart Numbers Ltd 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 Smart Numbers Ltd suspects the Customer is in breach of any term of this Agreement or any other agreement between the parties;

5.4.3 If Smart Numbers Ltd suspects the Customer has increased its entitlement to Revenue by fraudulent or improper means;

5.4.4 If Smart Numbers Ltd has not received the corresponding payment from the Operator

5.4.5 If the customer does not invoice Smart Numbers Ltd within three months of the revenue statement date

5.5 Smart Numbers Ltd shall be entitled to set off any Charges due to Smart Numbers Ltd against Revenue due to the Customer.

6. THIRD PARTIES

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

7. SMART NUMBERS LTD LIABILITY

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

7.5 Smart Numbers Ltd 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 Smart Numbers Ltd may withdraw, suspend or terminate 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 Smart Numbers Ltd, 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 Smart Numbers Ltd 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 Smart Numbers Ltd on or before the due date, as specified by Smart Numbers Ltd 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 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 £4.95 +vat per smart number.

9. DATA PROTECTION ACT

9.1 Information that the Customer provides to Smart Numbers Ltd about private individuals relevant to Smart Numbers Ltd dealings with the Customer will be stored within Smart Numbers Ltd computer systems.

9.2 For the purpose of the Data Protection Act 1998 ("the Act") Smart Numbers Ltd 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 Smart Numbers Ltd.

9.2.2 Communicating with the Customer in connection with Smart Numbers Ltd 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 Smart Numbers Ltd

9.3 By giving Smart Numbers Ltd that information the Customer consents to Smart Numbers Ltd holding using and disclosing it for those purposes.

9.4 Smart Numbers Ltd 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 Smart Numbers Ltd 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 Smart Numbers Ltd specifying the breach and requiring it to be remedied;

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

10.1.3 Smart Numbers Ltd is unable to recover from the Operator Revenue payments due to the Customer.

10.2 Smart Numbers Ltd 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 4 weeks' notice, terminate any Agreement and cease use of the numbers and telephony services provided by Smart Numbers Ltd – 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 Smart Numbers Ltd, 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 4 weeks/advance calendar month 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 Smart Numbers Ltd, 26-27 Shamrock Way, Hythe Marina Village, Southampton SO45 6DY

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 Smart Numbers Ltd requires a minimum of 4 weeks' notice of termination of any agreements, products & services supplied by Smart Numbers Ltd to the customer, unless otherwise agreed by an appropriate officer of Smart Numbers Ltd 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 Smart Numbers Ltd may terminate or re-price 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. Smart Numbers are no longer employed within the advertising purchased.

11. USE OF SERVICE

11.0 The Fabric of a Smart Website may contain a link to Smart Numbers Ltd, 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 Smart Numbers Ltd you the customer are agreeing to the Terms and Conditions set out in this agreement.

11.2 By ordering any service supplied by Smart Numbers Ltd you the customer are agreeing to Smart Numbers Ltd 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. Smart Numbers Ltd 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 Smart Numbers Ltd is purchased or cannot continue to support the products and services).