Terms and Conditions
A – Definitions and effects of Conditions
A.1. Numberite – a Numberite Ltd company – us, we, our, the Company.
A.2. Customer – client, you, they.
A.3. Business Phone Number – any 01, 02, 03, 0800, 0845 or other number supplied but not linked to a landline or other equipment or service.
A.4. VoIP – Voice over Internet Protocol – phone calls made over the internet.
A.5. Hosted or Cloud – A virtual service referring to a web-based server.
A.6. Phone – any item of telecoms equipment used for making or taking voice calls, including desk phone, softphone (software), Smartphone or Smartphone app.
A.7. Working week – Monday to Friday, 09:00 to 17:30.
A.8. Weekend – Friday 17:31 to Monday 8:59.
A.9. Communication – Phone, letter, email, fax, text, messenger.
A.10. ‘In writing’ – letter or email.
A.11. Verbal – An agreement made by discussion, any dispute to be in the Company’s favour.
A.12. These conditions shall supersede all earlier conditions.
A.13. By contacting Numberite or by using our services you agree to abide by the prevailing terms.
A.14. These terms should be read in conjunction with Terms and conditions of Numberite Ltd as detailed on the Numberite Ltd website.
A.15. Where “Notice” is given using the term “30 Days Notice” will be read to mean one calendar month, whether the month the notice covers is 28, 30 or 31 days.
B – Business Phone Numbers
B.1. Numberite will supply a phone number designated as a Business Phone Number in so far as it is not linked to a landline or other service. The number will be supplied in the form of rental to the customer on a month by month basis whereby payment will be received from the customer for its supply.
B.2. The Business Phone Number supplied is not owned by the customer, Numberite or subsequent suppliers but remains in the ownership of British Telecommunications – BT. Supply is therefore rented to the customer for the term of any agreement signed by both parties.
B.3. Numberite will either supply Business Phone Numbers direct from their supplier or can be ported.
B.4.Porting numbers – is made using the appropriate “Porting Request” form. This form will be completed and signed by the customer and passed to our supplier to request the former keeper of the number release the number for use by the customer using Numberite’s service.
B.5. The Business Phone Number will be forwarded to a landline or mobile phone number owned, managed or otherwise agreed to by the owner or used in conjunction with a hosted phone system.
B.6. A web-based portal is available at portal.numberite.net which can be accessed by the customer or approved employees to access number and call management.
C – VOIP Hosted Phone System – PBX
C.1. Numberite will supply access by way of contract to a Hosted Phone system – PBX, whereby calls from a Business Phone Number will be linked to the PBX to receive an incoming call. VoIP equipment both supplied and approved by Numberite or by the customer (BYOD) will connect to the PBX via an internet connection to allow incoming calls received and outgoing calls to be made. A monthly fee will be charged for the PBX supply and for outgoing calls and/or incoming calls where a 0800 number is used.
C.2. The PBX may be used as in incoming call routing system only where incoming calls are routed out to an external phone. No VoIP phones will be connected.
C.3. The PBX may be accessed from any internet connect, worldwide.
C.4. The customer will register an address which will be used for emergency services information.
C.5. Call recording is available on all VoIP services and it is the responsibility of the client and therefore the user of the system to adhere to any regulations relating to its use. Options for disabling recording during calls should be advised to all users. These regulations include but are not limited to:
C.5.1. Advising to callers where call recording is enabled
C.5.2. Adhering to Payment Card Industry (PCI) Data Security relating to recording of payment details.
D – Transferring your Number or Service
D.1. We do not impose a minimum contract period for the provision of our Business Phone Numbers or Hosted PBX. You are free to transfer your number or service to another telecommunications service provider at any time for any reason after you have given us 1 months written notice of your intention to transfer and any fee is paid and received as detail in section H(1 to 14).
D.2. Your telephone numbers are completely portable and a new service provider will advise you of their procedure for taking over your telephone numbers.
D.3. We may refuse requests to transfer your telephone numbers to another service provider in situations where either:
D.3.1. You owe us money for any of our invoices.
D.3.2. We have suspended your telephone service because you have defaulted on payment.
D.3.3. Your business ceases to trade.
D.3.4. If you are a Sole Trader or in a Partnership and you or any of your partners are declared bankrupt.
D.3.5. Where we suspect there has been a change of ownership of a company and proof is not forthcoming.
D.4. All costs for transfer will be borne by the customer and we may charge a fee where charges are incurred.
E – EMERGENCY CALLS
We advise you to make provision for alternative ways of making telephone calls, particularly to the emergency services as a contingency in the event of power failure or internet failure.
F – Frustration etc. (Force Majeure)
F.1. The Company will not be deemed to be in breach of any of its obligations under any agreement or otherwise be liable to the Customer due to any delay in performing or any failure to perform any such obligations by reasons of any cause or event beyond the companies control, (including without limitation) breakdown of plant, machinery, computer or remote service, strike or industrial dispute, shortage of material or failure of or delay in receiving supplies, act of war, Act of God, or any law regulation of any government or any local or municipal authority.
G – Price
G.1. Unless otherwise stated all prices quoted by the Company are:
G.1.1. Exclusive of VAT, at the prevailing rate.
G.1.2. Products are exclusive of carriage, packing, and insurance.
G.2. Prices quoted are those current at the time of quotation and the price payable by the Customer shall be that which is current at the time of delivery of service or product.
G.3. Forwarding of calls and outgoing calls are charged for at the prevailing rate or as detailed within your agreement or on the Numberite web site.
G.4. Calls charges are rounded to the nearest penny at each call.
G.5. Call charges are charged in arrears per month unless agreed.
G.6. Hosted PBX is supplied on a per extension basis at the advised or prevailing rate. The PBX will be charged one month in advance by direct debit.
H – Payment
H.1. The fees for all products, services, advice, support or other time or item, where feasible will be discussed and agreed in writing or verbally.
H.2. Where feasible a quotation will be given in writing or verbally, a valid period will be stated.
H.3. The Company reserve the right to alter any quotations by giving notification either in writing or verbally.
H.4. Payment for monthly supplied services will be accepted via direct debit only. Where a direct debit collection fails, you will be advised via automatic email from “GoCardless”, a second collection may be attempted. Numberite will issue a request for payment, whereby the client has 3 working days to reply and make a BACs payment. Should payment via BACs not be received within 3 working days, services will automatically be disabled. This disabled service will only be reinstated upon payment being received. Condition H8 process will be followed should payment not be received.
H.5. A direct debit mandate must be in place for any service to be supplied prior to the end of the month; refusal to sign or cancellation of the direct debit is in breach of these terms and conditions and condition H8 will be applied. Invoices raised for collection via direct debit will be issued around the 3rd of the month and collection requested within 3 working days.
H.6. Numberite Ltd will have the right to issue a termination notice as detailed in condition K1. if a request to re-instate a direct debit is refused or ignored. Condition H.8. will be followed where termination is given.
H.7. Where schools or other Councils do not have direct debit facilities a strict payment period will be agreed and detailed on each invoice.
H.8. Failure to make a payment on the due date as advised on an invoice or in person or over the phone or via email; the Company shall be entitled to suspend any further services, supply, contract or any item; although the full monthly fee will still be due as will any cease or cancellation fees actioned due to non-payment. Where a contract can be suspended this service will be suspended, and fees will still be due; a suspended service is designated one that Numberite will not incur a cancellation fee. The Customer’s account will be placed in a ‘Payment in Advance’ state, which will remain in place until 1 month after full payment and any outstanding payments are made and while a direct debit is not in place. The Customer will be notified in writing if this should happen and a statement of outstanding payments will be issued. Any invoice due in the next month will be brought forward and payment will be requested by the end of the same month. Future calls will be estimated and added to this in the advanced invoice. Request for services or products will require payment before services or products will be supplied, by BACS payments to be cleared before enabling of the service.
H.9. Where a direct debit is not in place an “Admin Fee” will be applied to all invoices at the prevailing rate.
H.10. Where there is a request to suspend a service and the service allows this, this may incur a fee and the customer will be advised of this before the suspension is set. Payment may be requested prior to the suspension in advance by BAC’s and payment cleared.
H.11. These terms and conditions shall prevail in the outcome of discrepancies with any contracts or agreements.
H.12. Where bank charges are incurred and this relates to a Customer decision such as cancelling a direct debit or failure to make payment; in addition to the “Admin Fee”, Numberite may charge for time taken to investigate any issues and “fee”. The mitigation fee will be charged at £30 +VAT per half-hour taken to deal with administration, such as dealing with emails, making calls relating to dealing with banks, GoCardless, the client, legal advice and other relating to the case. The Company reserves the right to charge interest on overdue accounts at 8% + Bank of England Base Rate, as calculated on the Government web page here.
H.13.Where there are changes of termination fees these are to be notified in these terms and conditions under K-Termination.
H14. Where any geographic, 01 or 02 number or non-geographic 0800, 0845, 03xx or other number is requested to be ported away from Numberite, there will be a £30+VAT Port Out fee. An invoice relating to this fee and any outstanding services or items will be issued to the client upon request to port out a number via request from the gaining supplier. Receipt of the Port Out fee is required before a number will be released; the client is liable for all fees due for the delayed/refused port.
I – Services
The Company offer the following, services (but not exclusively):
I.1. Supply of Business Phone Numbers to the end-user for home or business use. To be either forwarded to a landline or mobile phone. To be used as an incoming fax number, the fax to be received via email. Used as part of a Hosted PBX.
I.2. Hosted Phone Systems – PBX – for making and receiving calls. This system will allow VoIP handsets, softphones and smartphone apps to connect to act as phone extensions. Calls received can be routed through to individual or groups of extensions, can be forwarded to external phones or sent to voicemail.
I.3. Phone handsets for making and receiving calls via VoIP.
I.4. Network equipment – network switches, routers and other equipment connected via IP.
I.5. Cabling within an office or home to connect equipment.
I.6. Broadband – either as ADSL, ADSL or FTTC, whereby the service will be supplied on a monthly agreement and terminate at a BT master socket with the relevant filtering.
I.7. Landline – a BT supplied service terminating at a BT Master socket.
I.8. Mobile phone Sim – for the use in mobile phone handsets and network equipment.
J – Copyrights, Patents, Trades marks and intellectual property right.
J.1. The Customer acknowledges that rights in respect of trademarks, trade names, copyrights, patents and other intellectual property rights connected with the goods and services do not pass to the Customer.
J.2. The Customer agrees to indemnify the Company against all liabilities, costs and expenses which the Company may incur as a result of work done in accordance with the Customer’s specifications which involve infringement of any patent or other proprietary right.
J.3. The Company will advise the Customer if any software in use on their premises is breaking any copyright or trademark agreement, with any third party.
K – Termination
K.1.The Company shall be entitled by notice in writing to terminate, with immediate effect, any agreement without prejudice to any claim or right the Company may otherwise make or exercise where:
K.1.1. The Customer is in breach of any term, condition or provision of these terms and conditions or required by law.
K.1.2. The Customer shall go into liquidation (except for the purpose of reconstruction) or if any partition or resolution to wind up the Customer shall be presented or if a receiver is appointed of a Customers undertaking property of assets or if a distress shall be levied upon any of the Customer’s property or if the Customer shall commit any act of bankruptcy.
K.2. Where broadband is supplied there may be a cancellation fee in the following cases, suspension is not possible:
K2.1.Where the broadband is cancelled within the first 12 months there may be a “Remainder of fee” due. This is the amount due until the end of the contract period. Where the contract is 12 months, this would be up to the total 12 month; where this is a 1 month contract, this will be up to the end of the month.
K2.2. Where the broadband is cancelled within the first 12 months there may be a “Connection Charge Recovery fee” due. This is £54 unless advised otherwise.
K2.3. Where the broadband is cancelled, at any time there will be a “Termination of Service Fee” due. This will be £40 unless advised otherwise.
K.2.4. The cancellation fee is therefore made up of the following:
“Remainder of Fee” + “Connection Charge Recovery fee” + “Termination of Service Fee”
K.3. Where a PSTN – Landline – WLR – is supplied there may be a termination fee, suspension is not possible:
K.3.1Where a PSTN – Landline – WLR – is cancelled there is a one-month cancellation fee.
K.4. Where a mobile phone Sim is supplied, suspension is not possible:
K.4.1. Where a Mobile Phone Sims contract is transferred out or cancelled within the first 12 months a “Cease fee” of £35 will be due. This is due for contracts of any period including 1-month agreements.
K.5. Where a VoIP phone system is supplied, elements or the total service can be terminated (Ceased) or suspended as follows:
K.5.1. VoIP extension – This can be cancelled with 1 month’s notice or suspended by the month for 50% of the usual fee. Where a VoIP extension is ceased there is a reconnection fee of 1 months service per extension.
K.5.2. VoIP Business number – This can be cancelled with 1 month’s notice or suspended by the month for 50% of the usual fee. Where a VoIP Business number is ceased there is a reconnection fee of 1 month’s service per extension.
K.5.3. Conference Room 10 and 20 users – These can be cancelled with 1 month’s notice. Suspension is not possible.
K.5.4. Where a VoIP system is supplied within a contract, this contract will detail ceasing the contract.
K.6. Where any service is given notice or ceased all discount pricing will cease, starting on the notice date. This will include call bundles, discounts for extensions, Virtual numbers and any discount or deferred fee for any voice or internet services. This clause will override any contract unless this is detailed in the contract.
L – Liability
L.1. The Company will not be liable in contract or in any other way for any consequential or indirect loss, liability or damage or for any other claim consequential compensation whatsoever (including loss of profits, cost of expenses or loss of data) arising however from or in connection with the agreement or any breach or non-performance of any provision of it by the Company or any fault in or the supply, service, use, presence or resale of goods. This includes losses incurred by suspension or ceases of service due to payment delays or failures to pay or cancellation of direct debit.
L.2. Excluding the Company’s liability arising from all warranties and conditions implied by law regarding the goods and without affecting L.1. above the aggregate liability of the Company whether arising in contract or tort (including negligence) or otherwise howsoever for any loss, cost, damage, injury or liability (whether consequential or direct or otherwise) resulting from or in connection with the agreement or any such breach or other matter as is referred to (b) above, will be limited to an amount equal to the net invoice value of the goods.
L.3. No warranty for service is offered or implied unless a separate agreement is in place. All hardware warranty and liability is passed without prejudice to the original manufacturer.
L.4. Where a Hosted PBX is used with VoIP connections, neither Numberite or its suppliers can be held liable for any non-connection, bad quality calls, internet reliability, lost calls, silent calls, or any call quality or availability, or any subsequent loss or damages caused whatsoever.
L.5. Numberite will not be liable for loss of calls due to power failure or failure of equipment or service linked to the service or any subsequent loss or damages caused whatsoever.
L.6.The Company shall not be liable for any loss due to loss of internet which is outside of its control.
L.7. The limitation on any exclusions from liability contained in these conditions shall be subject to the provisions of section 2 (1) of the Unfair Contract Terms Act 1977.
By continuing to use services supplied by Numberite Ltd you are agreeing to be bound by these terms and conditions and should be read in relation to any signed contract. The above terms and conditions supersede any previous ones and are subject to change without notice; clients will be advised in writing or email. The latest terms and conditions are available on the Company website atwww.numberite.co.uk/terms-and-conditions/ – Version 6.2 – 10/05/2024