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Carrier Pre-Selection Terms and Conditions and Order Form

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NOTICE : By You completing an Order Form and applying for Carrier Pre-Selection Services and US accepting that order you enter into a contract with Interchange Connexions Ltd, registered company number 4308766, ("We", "Our" or "Us") on the following terms and conditions. This is a separate contract to any arrangement you may have with Us for the provision of any other goods or services.

1. DEFINITIONS AND INTERPRETATION
1.1 Defined Terms
The following terms shall have the following meanings:
"Accepted Order" means an order, which has been accepted by the Us, acceptance being indicated by an Order being signed by Us and returned to the You;
"Act" means the Communications Act 2003.
"Agreement" means these Terms and Conditions together with any duly authorised Telecommunications Services Order Form submitted to and accepted by Us.
"Associated Company" means Our ultimate holding company or any subsidiary thereof ("holding company" and "subsidiary" having the meanings as defined by Section 736 of the Companies Act 1985).
"BT" means British Telecommunications plc;
"Business Day" means a day (not being a Saturday or Sunday) when clearing banks are open for business for the transaction of normal banking business.
"Business Use" means use for any trade or profession where more than ten individuals are employed (and employed shall include volunteers).
"Call" means a telephone call via the customer premises using one of the nominated CLIs.
"Carrier" shall mean a telecommunications carrier company, used for the provision of Services.
"Carrier Pre-Selection (CPS)" means a voice Service enabling You to choose an alternative carrier for Your outbound calls. Calls are routed to the local BT exchange where they are handed off to the alternative carrier instead of being terminated over the BT network.
"CLI" means the telephone number for which the You order Services and which is displayed as 'your phone number' on the customer's BT telephone bill.
"Network(s)" means the electronic communications network(s) (within the definition in Section 32 of the Act) owned operated and provided by the Carrier for the purposes of conveying Services.
"Order" means an order submitted on a Telecommunications Services Order Form and signed by You
"Order Form" means one or more of Our Telecommunications Services Order Forms.
"Party" means a party to this Agreement.
"Services" means the telecommunication and network services provided by Us pursuant to this Agreement.
"Services Commencement Date" means the date identified as the delivery date on Our first invoice to You;
"You" and "Your" means the Company details of which are set out on the front page of the Telecommunications Services Order Form.

1.2 Unless the context otherwise requires, in this Agreement, a reference to any statute or statutory provision includes references to the statute or provision as amended, modified or re-enacted and includes any orders or regulations made thereunder.
1.3 The headings in these terms and conditions are inserted for convenience only and do not affect its interpretation.
1.4 Words used in these terms and conditions importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa.
1.5 Any reference to a party includes a reference to its successors in title and permitted assigns.
1.6 A third party who is not a party to the Agreement has no right to enforce any term of it.

2. ACCEPTANCE OF ORDERS
We reserve the right to refuse to accept any Order for Services.

3. CONNECTION AND SUPPLY OF SERVICES
3.1 We will make the arrangements with the Carrier to transfer You from Your current telephone service to the Network in accordance with the details provided on the Order Form. We cannot guarantee that Services will be ready by any particular date and You accept that We shall not be liable to You for any failure to provide You with Services by any estimated date of connection.
3.2 You understand that no service can be fault free all of the time and may be affected by things outside Our control or the control of the Carrier such as faults in other telecommunications networks and events in Clause 12.
3.3 We may refuse to connect You to the Network if any of the information You have provided to Us is inaccurate, incomplete or misleading.
3.4 You acknowledge that We may choose or amend at any time during this Agreement without notice which Network(s) or Carrier to use to route Your calls and that We may choose to vary the means by which You access Services. We shall be at liberty, where necessary, to improve, update or upgrade Services or alter the provision of Services without any notice to You.
3.5 We shall provide any part of Services which We perform with reasonable skill and care and use reasonable endeavours to procure that any Carrier provides any part of Services it performs with the reasonable skill and care of a competent communications provider.

4. USE OF SERVICES
4.1 You must use Services for Business Use.
4.2 You must not use Services:
4.2.1 for sending any messages or communications which are immoral, indecent, offensive, abusive, obscene, defamatory, menacing or for any malicious purpose;
4.2.2 fraudulently, or for any illegal or unlawful purpose;
4.2.3 to harass, annoy, inconvenience or cause needless anxiety to any person, firm or company and You must not encourage, request or permit anyone else to use Services in this way.
4.3 Any equipment used by You to access Services and Your relationship with the access provider is Your responsibility.
4.4 You agree to indemnify Us against all costs (including the costs of enforcement) expenses, liabilities (including any tax liability), injuries, losses, damages, claims, demands or legal costs (on a full indemnity basis) and judgements which We suffer or incur from or in any way connected with any use of Services in breach of this Agreement by You.
4.5 As soon as reasonably practicable following notification by You of a fault which significantly impairs performance of Services, We will use reasonable endeavours to make arrangements with the Carrier to correct that fault.
4.6 You acknowledge that We may co-operate with the police and any other relevant authorities in connection with any misuse or suspected misuse of Services or other telecommunications services and You consent to Us co-operating with any other telecommunications operators for this reason. Where this is reasonably necessary, You agree that We can divulge Your name, address and account information to such third parties.

5. CHARGES AND PAYMENTS FOR SERVICES
5.1 The charges payable by you for Services shall be those set out from time to time on Our tariff sheets sent to you from time to time. We reserve the right to amend Our charges for Services from time to time and shall use reasonable efforts to bring to Your attention any variation in prices prior to their implementation
5.2 All sums due to Us under this Agreement shall become due on the date of the relevant invoice and You agree to pay Us all sums due within 10 Business Days of the date of the relevant invoice by direct debit (or some other direct transfer method stipulated or agreed by Us) to Our nominated bank. Payment shall be deemed to have been made at the time when cleared funds are available in Our bank account. You will be invoiced on a monthly basis and invoices will be sent by email or post to You. In the event that Your monthly threshold is breached then We reserve the right to make a direct debit or credit card debit for an amount equal to the threshold value each time the value is breached.
5.3 Monthly Direct Debit payments will be preceded by a summary of charges statement, which at Our option may be an invoice, which will be sent to You in advance of the debit payment.
5.4 The terms of payment are as set out in this Agreement. If there is any inconsistency between these terms and any instructions stated in the invoice, these terms will prevail.
5.5 If You choose to use an alternate service to route Your calls before connection to, during use of or after the termination of Services You remain liable to Us for all sums raised on Your invoice through Your usage of Services, whether intentionally or inadvertently incurred.
5.6 We do not accept responsibility for delays in the invoicing of any sums. Any delay that occurs does not alter Your liability, howsoever the delay is caused.
5.7 If You want to dispute an item on Your invoice, You must do this within 10 Business Days of receipt of the invoice. Any such disputes must be clearly notified in writing. Invoices shall be deemed to have been accepted by You if You do not dispute the invoice in this manner (except that for the purposes of any court proceedings such deemed acceptance shall not be conclusive but shall be prima facie evidence of the correctness of such invoice). If such objection is made, We and You shall make all reasonable efforts to resolve the dispute promptly, and We shall credit any validly disputed amount to Your next monthly invoice.
5.8 You agree to tell Us in advance of any change in Your telephone number(s), name or address or Your bank details. If You do not do this You remain liable for any charges incurred through the usage of Services by any third party and become liable for any reasonable costs Our agents or We incur in determining Your new details or whereabouts.

6. NON PAYMENT
6.1 If You fail to make any payment on its due date for payment, without prejudice to Our other rights hereunder, We shall have the right to:
6.1.1 require You to pay all sums due on demand; and
6.1.2 suspend Services with immediate effect. Services will not be reconnected until all outstanding amounts are paid in full (including any accrued interest in accordance with Clause 5.3), in cleared funds and You will be charged the reasonable costs of suspension and reconnection.
6.2 Without prejudice to Our rights to treat non-payment as a material breach of this Agreement, We reserve the right to charge You interest at the rate of 4% above Lloyds TSB Bank Plc base rate from the due date until and including, the date We receive Your payment. Interest shall be deemed to accrue on a day to day basis. Interest shall continue to accrue notwithstanding termination of this Agreement for any cause whatsoever.
6.3 If You fail to pay for one month or more, We may completely disconnect You from the Network. Reconnection will be at Our discretion.
6.4 You remain liable to pay all charges due under this Agreement even if Services have been suspended, disconnected for non-payment or terminated.
6.5 If You have any dispute in regard to the amount of the Charges, You are not entitled to withhold payments for amounts not in dispute. We will be the arbiter of the dispute and will advise You on the course of action resulting from the dispute.
6.6 Without prejudice to any other rights, You shall indemnify Us for any and all reasonable costs incurred in collecting any overdue payment.
6.7 All payments due under this Agreement shall be made in full and without deduction, set-off or withholding whatsoever.

7. CREDIT LIMITS
7.1 We may from time to time set credit limits for the benefit of You and Us to avoid unforeseen charges.
7.2 We may require a prepayment before reconnecting You or any exchange line to the Network if We have disconnected You for non-payment.
7.3 If at any time You exceed Your credit limit. We may suspend Services unless You prepay to Us such amount as We shall notify You.

8. VAT
8.1 All charges for Services are exclusive of Value Added Tax (VAT) or any similar sales taxes which may be applicable. If any VAT or similar sales tax is chargeable by Us, this will be added to the sum due on the invoice and shall be paid in addition by You.
8.2 You will keep Us promptly informed of any changes to Your business or legal structure which has had, or may have, an impact on the tax treatment of Services.
8.3 Any additional rate levies or tax levied in relation to the provision of Services under this Agreement shall be payable by You in addition to any other sums payable to Us under this Agreement.

9. TERM
This Agreement shall remain in force for a minimum period of 12 months from the date of an Accepted Order and will automatically renew for a further 12 months if not terminated within 3 months of the end of the first term unless terminated in accordance with the provisions of clause 10 of this Agreement.

10. TERMINATION
10.1 We can end this Agreement, without prejudice to any other rights contained in this Agreement, immediately if any of the following happen:
10.1.1 You are in material breach of this Agreement and the breach is incapable of remedy
10.1.2 You are in material breach of this Agreement and, such breach being capable of remedy, do not remedy the breach within 10 Business Days of Our notice requiring You to do so
10.1.3 You fail to make any payment when it becomes due to Us
10.1.4 We are required to end this Agreement by a competent regulatory authority
10.1.5 You cease or threaten to cease wholly or substantially to carry on Your business, otherwise than for the purpose of reconstruction or amalgamation without insolvency previously approved by Us (such approval not to be unreasonably withheld)
10.1.6 An order is made or resolution passed for the winding up of You otherwise than for the purpose of a reconstruction or amalgamation without insolvency previously approved by Us (such approval not to be unreasonably withheld)
10.1.7 Any encumbrancer takes possession of or a receiver or trustee is appointed over the whole or any part of the undertaking, property or assets of You or You make a composition with Your creditors or have an administration order made in relating to You
10.1.8 An event of Force Majeure continues for a period greater than 30 days.
10.2 On termination of this Agreement for any reason You will pay Us all outstanding charges due under this Agreement up to and including the date of termination including any charges which may not yet have been invoiced.
10.3 On termination of this Agreement if You have made a prepayment We will only return any surplus to You after deduction of unpaid Charges. Any request for repayment must be made in writing.
10.4 You may terminate this Agreement by giving 3 months' written notice, which may expire at any time after 12 months from the Services Commencement Date. Email notification will not be accepted as notice of termination of Agreement.
10.5 If You terminate this Agreement You will additionally arrange the transfer of Your calls back to Your previous access provider or another provider effective from a date on which the written notice to Us has expired. If You do not do this Services may be suspended.
10.6 You will not arrange the transfer of Your calls back to Your previous access provider or to another provider before You have served Us with written notice of Your intention to terminate this Agreement. If You do this, Services may be suspended.

11. SUSPENSION
11.1 We may have to temporarily suspend all or part of Services for operational reasons or in the event of an emergency or for Your security or if repairs to/and maintenance of the Network is required. We will endeavour to give You notice of any such suspension.
11.2 We can suspend provision of Services immediately until further notice in the event that:
11.2.1 any payments due from You are not made by or on the due date; or
11.2.2 we have reasonable grounds to suspect You are using Services fraudulently or illegally or in violation of Clause 4.2; or
11.2.3 any direct debit mandate instruction is cancelled or any payment made by any other method fails; or
11.2.4 we or any Carrier is obliged to comply with an order, instruction or request from the court, government agency, emergency service organisation or other administrative or regulatory authority; or
11.2.5 the Carrier suspends part of Services it provides and We are unable to secure performance of those parts of Services by another Carrier; or
11.2.6 we are entitled to terminate this Agreement pursuant to Clause 10.1
11.3 Any exercise by Us of Our rights of suspension in respect of an event referred to in this Clause shall not exclude Our right subsequently to terminate this Agreement.
11.4 While Services is suspended You will still have to pay all charges due and any other reasonable costs and expenses which We may incur as a result of such suspension and any subsequent reconnection of Services.
11.5 We shall not be liable to You for any loss, damage or inconvenience suffered by You as a result of any suspension made pursuant to this clause, except that such suspension is due to reasons which are solely and directly attributable to Our negligence.

12. LIMITATION OF LIABILITY
12.1 We shall not be liable under this Agreement whether in contract, tort or otherwise (including liability in negligence) for:
12.1.1 any indirect or consequential loss, corruption or destruction of data, any loss of business, revenue or profits, goodwill, anticipated savings of or for any financial or economic loss whatsoever;
12.1.2 any claim made against You by another third party that does not follow a breach of these terms and conditions by the Us;
12.1.3 any act caused as a result of force majeure or beyond Our control.
12.2 Neither Party excludes or limits its liability to the other for death or personal injury resulting from the proven negligence of either Party, its employees or agents.
12.3 For the avoidance of doubt We shall not be liable for any charges You incur if You route Your calls to another telecommunications provider during any period when Services are not available.
12.4 Our total liability in contract, tort or otherwise (including liability for negligence or breach of statutory duty) arising out of or in connection with this Agreement shall not exceed the greater of £2,500 or the aggregate of all charges payable or paid You for Services supplied in the 12 month period beginning on the Services Commencement Date or its anniversary in which the event giving rise to the claim occurs subject to a maximum of £100,000 in respect of any one cause of action or series of related causes of action, and to a maximum of £250,000 in respect of all causes of action which arise during the term of this Agreement.
12.5 The provisions of this Clause 10 shall continue to apply notwithstanding termination of this Agreement

13. FORCE MAJEURE
We will not be liable to You for any non-performance of Our obligations or any loss or damage under this Agreement which may be suffered due to any cause beyond Our reasonable control including, but not limited to, acts of God, war or national emergency, riots, civil commotion, fire explosion, accident, acts of terrorism, changes to laws or regulations, flood, epidemic, strikes, lock-outs (whether including Our workforce or the workforce of any other party) and other industrial disputes, acts of government highway authorities or other competent authorities or inability in obtaining supplies or services and acts or omissions of other providers of telecommunication services including the Carrier.

14. VARIATION
14.1 We can change this Agreement at any time upon service to You of no less than 5 Business Days prior notice if We are required to comply with new laws or rules or any orders or regulations made under the Act in Our licence or if there is any change in Our Services.
14.2 No other variation to this Agreement shall be valid or enforceable unless in writing and signed by You and Us.

15. ENFORCEABILITY
If any clause or part of this Agreement is found by any court or other authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision shall, to the extent required, be deemed to not form part of this Agreement without affecting any other provision of this Agreement which shall remain in full force and effect.

16. ASSIGNMENT
This Agreement is personal to You and may not be transferred, assigned, sub-contracted, delegated to anyone else without Our prior written consent. We may provide any of Services through an Associated Company and/or any Carrier and or may assign the benefit of this Agreement to any Associated Company or any purchaser of Our business or assets or any Associated Company to whom the benefit of this Agreement is assigned.

17. NOTICES
Any communication relating to this Agreement must be in writing and delivered by hand or sent by post or facsimile at the relevant address shown at the start of this Agreement (or such address as may be notified from time to time in accordance with this Clause). Any such communication shall take effect if delivered, upon delivery; if posted, at the earlier of delivery and, if sent by first class registered post, 10.00am on the second Business Day after posting and if sent by facsimile when a complete and legible copy of the communication, whether that sent by facsimile or a hard copy sent by post or delivered by hand, has been received at the appropriate address.

18. ENTIRE AGREEMENT
This Agreement contains all of the terms of the Agreement between You and Us in relation to Services and supersedes any prior written or oral agreements, representations or understandings between You and Us. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of this Agreement. You acknowledge that You have not been induced to enter into this Agreement by any other promises, terms or conditions which it does not contain.

19. OTHER
19.1 You shall pay to Us all costs and expenses (so that any legal fees shall be based on an indemnity basis) incurred by Us in enforcing any of these terms and conditions, or exercising any of its other rights and remedies under this Agreement, including (without prejudice to the generality) all costs incurred in tracing You in the event that legal processes cannot be enforced at the address last notified to the Company.
19.2 Both You and Us acknowledge and agree that this Agreement shall not establish or constitute any relationship of partnership, joint venture, employment, franchise or agency between the Parties. Neither Party will have the power to bind the other without the other's prior written consent.
19.3 Any typographical, clerical or other error in any sales literature, marketing materials, quotation, price list or other document issued by Us or contained on any page of Our website shall be subject to correction without any liability on Our part. For the avoidance of doubt, any brochure and other sales literature or marketing materials (either appearing on the Company website or in printed form) are not incorporated into and do not form part of this Agreement.
19.4 You agree that We may refer to You (with relevant description of the Your business) in any of Our marketing materials or on Our website. You hereby grant to Us a limited licence to use any of Your trade names and trademarks solely in connection with such marketing.
19.5 Except as expressly provided, Parties do not intend any term of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.

20. DATA PROTECTION
20.1 The information You provide will be used by Us to supply Services and will not be disclosed without Your permission unless required by law.
20.2 We may share information with organisations who are our business partners for the purposes of analysis or to invite You to take part in market research and to inform You of goods and services You may be interested in. You may be contacted by mail, telephone, fax, or e-mail. If you would prefer your details not to be used for this purpose, please write to: Data Control Department, Interchange Communications Limited, Interchange Park, Newport Pagnell, Buckinghamshire, MK16 9PS. You have a right to ask for a copy of the data held about You.
20.3 You are the only person authorised to discuss matters relating to Your account. You understand that We will not disclose information if We feel that We have not receive sufficient proof of Your identity when You speak to Us. If You require a second contact to be able to discuss matters with Us it is Your responsibility to provide Us with such written or other consent as We may require. If You require previously notified second contacts to be removed from access to Your account, it is also Your responsibility to provide Us with such written or other notification as We may require.

21. APPLICABLE LAW
This Agreement shall be construed in accordance with English law and any disputes which may arise in connection with this Agreement will be settled in the English courts.

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