Telephone Number Resale and Internet Telephony Terms and Conditions
Effective from 1st August 2010

1. General
(1) Unless it is clear from the context that some other meaning is intended:
“Acceptable Use Policy” means such policy for the use of the Services as we may publish from time to time;
“Account” means any account between you and us;
“Call” means an incoming or outgoing fax or voice call
“Call Charge” means the cost of a Call;
“Call Rate” means the cost of a Call measured in minutes;
“Condition” means any of the Terms;
“Line” means the channel through which Calls are connected to you;
“Number” means the number of a Line;
“Rental” is the consideration for the hire of a Line for one calendar year;
“Services” means the telephony, fax and related services that we offer from time to time;
“the System” means the combination of hardware and software through which we supply Services and manage your Account;
“the Tariff” means our list of charges for the time being including Rentals and Call Rates;
“the Terms” means these terms and conditions;
the pronouns “we”, “us” and “ours” and the possessive adjective “our” refer to GB Virtual Offices Limited, a private company incorporated with limited liability in England and Wales under the provisions of the Companies Acts 1985 to 2006 having our registered office and principal place of business at the Gumption Centre, Glydegate, Bradford, BD5 0BQ, Telephone 01274 271127 Fax 01274 271112 Email info@GBoffices.co.uk URL www.GBoffices.com;
“the Website” means the website at www.GBcontrol.com through which you may use the Services and operate your Account;
the pronouns “you” and “yours” and the possessive adjective “your” refer to anyone who contracts with us for the supply of Services.
(2) The headings to the Conditions are intended to make the Terms easier to read and neither form part of the Terms nor affect the way they are to be interpreted.
(3) These Conditions come into effect on the date stated above and remain in force unless revoked or varied.
(4) We may add to, revoke or vary these Conditions at any time upon 28 days notice.

2. Your Account
(1) We shall supply Services to you if, and only if, you have an Account with us.
(2) You irrevocably authorize us to deduct funds in your Account to:
(a) pay for any Services that you may order from us including Rentals and Call Charges and/or
(b) discharge any other debts that you may owe us or any of our subsidiary or associate companies;
without further notice as and when such payments fall due.
(3) Payments by cheque or other debit transfer will stand to your credit in your Account only after they have been cleared.
(4) Either party may close your Account by giving not less than 30 days notice to the other.
(5) We may close your Account by notice with immediate effect in any of the circumstances set out in condition 12.
(6) Closing your Account will not affect any debt or other liability that either of us may owe to the other.
(7) Any moneys paid to us or earned by you will be reimbursed to you after we have deducted any moneys that may be due to us, or to any of our other subsidiary or associate companies.

3. Opening an Account
(1) We may ask you for some or all of the following information when you open an Account with us:
(a) your full name, postal and email address, landline and mobile telephone numbers and any other means of contacting you including the name, postal and email address and landline and mobile telephone numbers of any representative;
(b) your legal status (that is to say whether you are a corporation or natural person and if a natural person whether you are of full age and legal capacity);
(c) the that use you intend to make of the Services; and
(d) any other information that we may reasonably require to supply Services to you.
(2) We shall rely upon such information when determining whether or not to open or maintain an Account or to supply any Services to you.
(3) Should any of that information change, or should any of that information be incorrect, you must notify us immediately.

4. Geographical Limitation
(1) We shall supply Services to you only for so long as you are within the United Kingdom.
(2) Should you move to another country in which we offer telephony and fax services you may order such services through our website for that country.

5. Lines and Numbers
(1) A Line is required to make and/or receive Calls through the System.
(2) A Number is allotted to a Line.
(3) A Line may be hired for one calendar year and thereafter from year to year in consideration of a Rental.
(4) A Line will not transmit from, or receive Calls to its Number and callers to its Number will hear an “out of order” or “number unobtainable” tone or a recorded message stating that the Number is unobtainable upon the anniversary of the hire of the Line unless the Rental is renewed for another year.
(5) A Call Charge must also be paid for each Call.

6. Line Rental
(1) You must apply for a Line by completing and submitting our on-line application form and tendering in advance the first year’s Rental.
(2) We may refuse your application in any of the following circumstances:
(a) you do not have an Account with us;
(b) there are insufficient funds standing to your credit in your Account to pay the Rental;
(c) you live or carry on business outside the United Kingdom;
(d) we have reason to believe that at least some of the information referred to in Condition 3 (1) is untrue;
(e) you have repudiated, or fundamentally breached, a contract with us or with any of our subsidiary or associate companies;
(f) you have breached and remain in breach of contract with us, or with any of our subsidiary or associate companies;
(g) the loss or damage that you could suffer from the interruption of Services could exceed the amount mentioned in Condition 11 (2) and it is not possible to agree terms for greater cover or make adequate arrangements to avoid such loss or damage;
(h) any of the circumstance mentioned or referred to in Condition 12 (1); or
(i) any other circumstance that would require us to refuse, or justify our refusing, to issue a Line to you.
(3) A contract for the hire of a Line for a year comes into being between us if, and only if, we deduct the Rental from the funds standing to your credit in your Account.
(4) Such hire will come to an end immediately if either of us closes your Account.
(5) You will not be entitled to reimbursement of one twelfth of your Rental for each complete month between the date of closure and the date of expiry of the Rental if your Account is closed before the end of the year for which your Line is hired.

7. Service Quality
(1) Since the cost of using the System is likely to be considerably less than that of using the public switched telephone network (“PSTN”), you acknowledge that:
(a) the System may contain defects, errors and faults and/or be vulnerable to access or use by, or other interference from, unauthorized third parties which could interrupt, delay or otherwise impair the quality of our Services;
(b) we have to suspend Services to repair and maintain the System from time to time;
(c) the quality and reliability of voice calls and fax transmissions made through the System may be inferior to those made through the PSTN;
(d) Services may be interrupted by the breakdown, malfunction or failure of your equipment or software or that of a third party over which we have no control;
(e) we are not yet able to port (that is to say, transfer) a Number to another network and will require reimbursement of our reasonable costs before porting a Number should we be able to do so in future;
(f) it is in your interests to report breakdowns and failures of the System and interruptions or interference of Services to us as soon as possible; and
(g) if you are likely to suffer loss or damage from the delay or interruption of Services, it is your responsibility to make alternative arrangements for making or receiving voice or fax calls during such periods and/or to insure against such loss or damage.
(2) We shall make every reasonable effort to maintain and improve the quality of our Services including, but not limited to:
(a) servicing, repairing and improving the System from time to time;
(b) attending to breakdowns and failures as soon as we become aware of them;
(c) preventing unauthorized access, use and interference of the System; and
(d) supporting you with advice and information which we may deliver to through the Website or by telephone or email.

8. Call Charges
(1) A Call Charge is calculated by multiplying the duration of a call in minutes by the Call Rate.
(2) Call Rates for the time being are published in the Tariff.
(3) A Call Charge for a one minute Call will be deducted immediately from the funds standing to your credit in your Account as soon as the Call is answered, and at the beginning of each subsequent minute for so long as the Call subsists.
(4) A Line will not work unless there are at least enough funds to pay for a one minute Call.
(5) A Call will be interrupted peremptorily if your funds run out during the Call.

9. The Tariff
(1) We may increase or decrease any charge on the Tariff without notice at any time.
(2) Charges in the Tariff will exclude value added tax and any other tax, duty or impost that applies.

10. Your Obligations
You promise to:
(1) deposit into your Account and maintain sufficient funds to your credit to pay any and all sums due to us, or to any of our subsidiary and associate companies as and when they fall due;
(2) comply with the laws of England and Wales and of any and every other jurisdiction to which you may be subject for the time being;
(3) use the Services only in accordance with our Acceptable Use Policy;
(4) make adequate alternative arrangements to make and receive voice and fax calls whenever our Services are interrupted;
(5) insure against any loss or damage that you may suffer as a result of such interruption;
(6) perform diligently and punctually any contract you may enter with us or any of our subsidiary or associate companies; and
(7) indemnify us and hold us harmless against any claim by a third party, prosecution or penalty that results directly or indirectly from any wrongdoing by you.

11. Limitations to Our Liability
(1) We shall not be liable for any loss or damage that results from any breakdown, failure, interruption or malfunction of any Service caused wholly or in part, or exacerbated by, the breakdown, failure or malfunction of your internet connection, equipment and/or software.
(2) We shall not be liable for any loss or damage that results from the breakdown, failure, interruption or malfunction of any equipment, software or service over which we have no control except where and to the extent that it is caused wholly or in part, or exacerbated by, our failure to comply with our obligations under Condition 7 (2),
(3) Unless you advise us before you hire a Line that the loss or damage that you may suffer from the interruption of Services could exceed £2,500 and it is possible for us to procure greater cover against such loss or damage, our liability will be limited to that sum.

12. Closing your Account
We may close your Account by notice with immediate effect at any time in any of the following circumstances:
(1) You state or makes clear by your conduct that you will no longer perform your obligations to us or to any of our subsidiary or associate companies.
(2) We have reason to believe that you are unable or unwilling to pay your debts in full as and when they fall due.
(3) If you are an individual, a bankruptcy petition is presented to any court with jurisdiction over you or you enter an individual voluntary arrangement with your creditors.
(4) If you are a company or other corporation, a petition is presented for your administration or winding up to any court with jurisdiction over you, a winding up resolution has been passed by your members or you enter a corporate voluntary arrangement with your creditors.
(5) We have reason to believe that you are using the System in such a way as to expose us to civil or criminal liability.
(6) You admit (or are found by an arbitrator to be) in breach of our Acceptable Use Policy pursuant to condition 13 and fail to remedy the breach within the specified time.

13. Minor Disputes
(1) Should we believe that you are not have not complied with our Acceptable Use Policy, we may serve on you a notice (to be known as a “Default Notice”) specifying the non-compliance and requiring you to remedy the breach within a specified time.
(2) Should you believe that we have not complied with our obligations under Condition 7 (2), you may serve a Default Notice upon us.
(3) A Default Notice will be taken to have been admitted unless the party to whom it is served, responds with a counter notice contesting the allegations or objecting to the specified remedy together with reasons and any evidence upon which that party relies within 14 days of service of the Default Notice.
(4) The Default Notice will be deemed to have been withdrawn or modified to the extent of the objection in the counter notice unless the complaining party serves points of claim on the opposite party and nominates an arbitrator within 7 days of service of the counter-notice.
(5) Should the parties be unable to agree who should be the arbitrator within 7 days of service of the points of claim, either party may request the managing director of NIPC Ltd. of the Media Centre, 7 Northumberland Street, Huddersfield, HD1 1RL, to appoint an arbitrator whose appointment shall be final.
(6) Unless the arbitrator decides otherwise the arbitration will proceed upon documents only in accordance with the NIPC Arbitration Rules.

14. Force Majeure
Should we be prevented or hindered from performing any of our obligations by circumstances beyond our reasonable control (including but not limited to terrorism. strikes or other labour dispute) we shall not be liable to you for any loss or damage that you may sustain from such non-performance and we shall be excused from such performance while those circumstances persist.

15. Severance
Should any of these provisions be void, voidable or unenforceable on grounds of illegality or as contrary to statute or public policy, such provision shall be deemed never to have formed part of the Terms (or any contract incorporating the Terms) but all other provisions shall remain in force.

16. Exclusion of Equitable Remedies
The failure of either of us at any time to require performance by the other of any of the Terms shall not: affect the right of such party to require performance at a later time, or be regarded as a waiver of the provision itself.

17. Notices
(1) All notices or notifications shall be in writing and signed by the party on whose behalf they are served or given.
(2) Subject to paragraph (3) below, such notice or notification may be delivered by post, fax or email to the last known postal address, fax number or mailbox.
(3) Either party may change the address, fax number or email where it will receive notices or notifications by notifying the other in accordance with this condition.
(4) Postal delivery will be deemed to have taken place on the 7th day after the date of posting.
(5) Delivery by fax or email will be deemed to take place upon transmission of an automatic acknowledgement by the remote fax machine or mail server.

18. Exclusion of Exclusion of Contracts (Rights of Third Parties) Act 1999
Save for the provisions favouring our subsidiary or associate companies, these Terms are not intended to create any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not a party to any contract with us and the rights of any such third party under that Act are hereby expressly excluded.

19. Choice of Law
These Terms and any Contract incorporating them shall be construed and enforced in accordance with the laws of England and Wales.

20. Dispute Resolution
(1) This Condition applies to all disputes between you and us except those referred to in Condition 13.
(2) Any other dispute or difference between us shall be referred to mediation before a mediator agreed by the parties or, in default of agreement within 14 days of the reference, appointed by the Managing Director of NIPC Ltd. in accordance with the NIPC Mediation Rules.
(3) If, and to the extent that, any such dispute or difference shall not be settled pursuant to the mediation within 60 days of the reference to mediation, either party may refer the dispute to final arbitration before a single arbitrator agreed by the parties or, in default of agreement within 14 days of the reference, appointed in accordance with the NIPC Arbitration Rules.