Definitions:

Webcastle Telecoms a trading name of Webcastle Internet Limited. Agreement: Means the legally binding agreement between the Customer and Webcastle Telecoms made up by this Service Agreement Form (SAF). Call Costs: Means the cost of calling the Customer's Tel Number. CRS Means Call Revenue Share Customer: Means the person, firm or corporation specified on the agreement. Network: Means the public telecommunications system run by the Network Operator and used by Webcastle Telecoms to provide the Services. Network Operator: Means the organisation running the Network (e.g. BT, C&W, Energis or any OLO to which the customer is connected). OLO: means other licensed operator Service Provider: Means any third party used by Webcastle Telecoms to provide the Services but excluding a Network Operator. Services: Means any telecommunication's service, as specified in the SAF or other agreement made by the parties from time to time. Tel Number: Means any Tel number(s) allocated to the Customer under this Agreement. Commencement agreement shall commence on the date specified in the SAF and shall continue (subject to the initial provisions set out below) for a minimum period of 3 months

Customer Responsibilities:

• The Customer shall not use the Services or permit the Services to be used for any improper, immoral, fraudulent or unlawful purpose; for the transmission of any material which is of a defamatory, offensive, abusive, obscene or menacing character or (a)In a manner which infringes the rights of any third party. (b)In a manner which may injure or damage any person or property or cause the quality of the Services to be impaired
• The Customer shall not advertise any Tel Number in or on a public Tel or Tel box
• The Customer shall comply with all reasonable instructions issued by Webcastle Telecoms from time to time in relation to the Services
• The Customer may not assign this Agreement without the prior written consent of Webcastle Telecoms (such consent not to be unreasonably withheld) and in the event that this Agreement is assigned, the Customer agrees to pay Webcastle Telecoms reasonable administration costs incurred as a result of the assignment.
• The Customer must:
  • Obtain, maintain and pay for any equipment and other services required for Webcastle Telecoms to provide the Customer with the services.
  • Ensure that any such equipment and or services conform at all times with all applicable laws and regulations.

Supply of the Services:

• Webcastle Telecoms shall use all reasonable endeavours to provide the Services to the Customer
• It is technically impracticable to provide the Services free of faults and Webcastle Telecoms does not undertake to do so although Webcastle Telecoms shall use reasonable endeavours to provide reliable services
• Webcastle Telecoms will endeavour to provide the Tel Number requested and to connect the Tel Number but cannot guarantee it will always be possible to so do and does not warrant or represent that it can do so
• Webcastle Telecoms may for statutory, regulatory or technical requirements change any codes or the Tel Number(s) allocated to the Customer provided it shall give as much notice as is reasonably practicable
• Webcastle Telecoms may suspend the provision of the Services if the Customer fails to comply with any of these terms and conditions
  • Webcastle Telecoms or the Network Operator or the Service Provider suspects that the Services are being used illegally.
  • If Webcastle Telecoms cannot make contact with the Customer through the address or Tel number provided.
  • For the maintenance or repair of the Network
• Webcastle Telecoms may transfer any of its rights or obligations under this Agreement.
• Webcastle Telecoms reserve the right to reclaim any number that carries less than 10 daytime minutes for 3 consecutive months.

Charges and Payments:

0870 numbers may be accessible internationally but there is a cost for this service and these costs will be invoiced.

• The Customer shall pay to Webcastle Telecoms the charges plus VAT at the prevailing rate and (where applicable) part or all of the Call Costs.
• The Customer is liable for all International charges, that may be charged to Webcastle Telecoms as a result of the customer's Non Geographic number being used for International calls. There are no exceptions to this provision.
• Should the Customer fail to make payment on the due date Webcastle Telecoms may charge interest on all sums outstanding (in addition to any other remedy it may have and before as well as after any judgment) at the rate of 3% above the base rate of Nat West Bank Plc in force from time to time.
• The Customer must pay Webcastle Telecoms's invoices in full within 7 days of the date of the invoice.
• The Customer shall pay all costs and expenses incurred by Webcastle Telecoms in attempting to secure payment from the Customer.
• Should the Customer obtain by deception or otherwise any service or product which does not form part of the Services, the Customer shall be liable to pay all resulting charges including any fines or penalties imposed by any Network Operator or Service Provider.
• Webcastle Telecoms may impose a monthly financial limit on the Customer's use of the Services and may vary the limit from time to time.
• The Customer shall remain liable for any Charges relating to any period of suspension except where suspended for 7 days or more for the purpose of repairing or maintenance of the Network; Webcastle Telecoms may make a charge for resuming the Services and may apply different payment terms as a condition of resuming the Services.

Indemnity:

The Customer agrees to indemnify Webcastle Telecoms against all liabilities, claims, and damages provided Webcastle Telecoms shall give the Customer notice of such charge. This condition will survive termination of this Agreement. CRS:

• This refers to an agreed percentage of the value paid by OLO to Webcastle Telecoms for terminating a call on the Webcastle Telecoms switch after deduction of call collection costs and outbound call costs based on geographic location. The value may change from time to time and may differ between operators. The value applicable for Webcastle Telecoms number ranges is publicly available. For minutes calculations, a month is defined as all working days between the first and the last day inclusive of the month in question, and period times as defined (and modified from time to time) by any or all related carrier operators involved as 'Daytime / Evening / Weekend rates'
• Payout is calculated on a minute basis and minutes are calculated on a call-by-call basis. (Calls classified as a BT short call will not be counted).
• Costs are those incurred by Webcastle Telecoms to have the customer's minutes delivered by whatever means to the Webcastle Telecoms network. They include the following items:- NTS Transit, CPS Levy, non NTS Transit, IDA (e.g. auto-diallers) and other short access code methods C7 rental and Switch ports These costs apply to all minutes paid to the customer under this agreement.
• Should more than 13% of your calls be transited by an OLO that Webcastle Telecoms does not have a transit agreement with, then Webcastle Telecoms reserves the right to deduct the incremental cost from your CRS Payment.
• CRS settlement, to the customer occurs 30 days from receipt of invoice or> 35 working days from month end which ever is the earlier. The customer will invoice Webcastle Telecoms for the relevant amount using the Webcastle Telecoms purchase order provided CRS is more than £100 and all related settlements have occurred in that period. Should CRS be less than £100 then it will be carried over until the total accumulated CRS is £100 or more with the same settlement terms.
• SHOULD FOR WHATEVER REASON BT OR OLO WITHOLD SETTLEMENT TO Webcastle Telecoms FOR TRAFFIC TERMINATED ON THE Webcastle Telecoms SWITCH THEN CRS WILL BE WITHHELD FROM THE CUSTOMER PENDING RESOLUTION.
• Webcastle Telecoms reserve the right to vary these terms and conditions in direct relation to Oftel rulings, changes to laws or Webcastle Telecoms's licenses, or other events causing Webcastle Telecoms to review contractual arrangements.

Liability:

• Nothing in this Agreement shall limit Webcastle Telecoms's liability for death or personal injury caused by Webcastle Telecoms's negligence.
• Webcastle Telecoms will in no circumstances be liable in contract, or otherwise, for any indirect, consequential or economic loss including but not limited to loss of business, profits, anticipated savings or goodwill or claims by third parties whether foreseeable or not.
• Webcastle Telecoms will not be liable for any false or misleading information given by any dealer, agent or other representative or intermediary.
• Webcastle Telecoms may for network, statutory or regulatory requirements vary any of these terms and conditions provided Webcastle Telecoms gives as much notice to the Customer as is reasonably practicable.
• Webcastle Telecoms may vary the Charges from time to time provided Webcastle Telecoms gives as much notice to the Customer as is reasonably practicable.
• Conditions outside of either parties control; Neither party shall be liable for any breach of this Agreement to the extent that such delay or non-performance is due to any event which is outside its reasonable control including but not limited to; fire, lightening, flood, exceptionally severe weather, explosion, civil disorder, industrial disputes, fuel or power supply disruptions or shortages, acts or omissions of other persons including Network Operators and other Telecommunications Providers and Service Providers, acts of government or other public or regulatory authorities.

Termination:

• Either party may terminate this Agreement by giving one month written notice to the other to expire not less than three months after the date of this Agreement or at any time after that date.
• Either party has the right to terminate this Agreement immediately if the other party is subject to a bankruptcy order (or are sequestrated in Scotland or adjudicated bankrupt in Northern Ireland) or becomes insolvent, or makes any arrangement with or for the benefit of creditors, if a partnership ceases trading or is dissolved or if a company ceases trading or goes into compulsory or voluntary liquidation or a receiver administrative receiver or liquidator is appointed over its assets or is subject to an administration order.
• Webcastle Telecoms may terminate this Agreement immediately if:-
  • It is discovered the Customer has provided information to Webcastle Telecoms which is false or misleading
  • The Customer is in breach of any provision of this Agreement and (where such breach is remediable) fails to remedy that breach within 14 days of a written notice from Webcastle Telecoms specifying the breach.
  • The Customer is in breach of any of its obligations under any other agreement with Webcastle Telecoms.
  • The Customer fails to make any payment when it becomes due.
  • If the customer is in breach of any licence or statutory requirement and the relevant authority orders Webcastle Telecoms to terminate the service.
  • If any licence to run the Services, however issued, is revoked terminated or modified for any reason in whole or in part.
• The Customer may terminate this Agreement by giving Webcastle Telecoms written notice where Webcastle Telecoms is in breach of its obligations under this Agreement.
• Consequences of Termination:
  • If either party terminates this Agreement for any reason, after 3 months from the Termination of this Agreement for any reason will not affect any rights of either party date of this Agreement the Customer must pay the Charges outstanding at the date of termination as well as the Charges up to the end of the three month period.
  • After termination of the Agreement Webcastle Telecoms will immediately stop providing the Services and may reallocate any Tel Number as it sees fit, unless a porting agreement is entered into before the date of termination.

Data Protection:

• Details of the Customer's name, address and payment record may be given to a credit reference agency.
• Webcastle Telecoms may pass the Customer's details to other subsidiary companies of Webcastle Telecoms and Webcastle Telecoms agents or sub-contractors.
• Any Customer information may be used to prevent fraud. 4). Webcastle Telecoms agrees to fulfil its obligations imposed by the Data Protection Act.

Notes & Notices:

• Webcastle Telecoms may cancel this Agreement at any time before the Services are activated. Any notice or other document to be given under the Agreement shall be given in writing to the addressee at its last known address and shall be deemed to have been received within 36 hours of posting or 24 hours if sent by electronic mail to the correct electronic mail number or address of the addressee.

Miscellaneous:

• Where two or more persons constitute the Customer their liability is joint and several.
• This Agreement constitutes the entire agreement between the parties and shall supersede all promises, representations, warranties or other statements whether written or oral or of any nature whatsoever contained in any leaflet brochure or other document given by one party to the other concerning such subject matter.
• In the event that any of these terms or conditions are held to be invalid or unenforceable this shall not affect the validity and enforceability of all remaining provisions.
• The Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the jurisdiction of the English Court.
• Usage of Webcastle Telecoms services including loging in to manage the services will indicate your acceptance of this agreement.