1.
INTERPRETATION
In this Contract:
"Authorised User" means anyone permitted
by the Customer to use the Service.
"G0845" means Yellow Telecoms Limited, Rowan Glen, Tibshelf Road, Holmewood, S42 5TB registered
.
"G0845 Group Company" means a G0845 Limited
subsidiary or holding company, or a subsidiary of
that holding company, all as defined by Section 736
of the Companies Act 1985 as amended by the Companies
Act 1989.
"Contract" means, in order of precedence
these Conditions, the completed Registration Form
and the Order Form (if any).
"Customer" means the person so named on
the Order Form (if any) or as otherwise notified to
G0845 and anyone reasonably appearing to G0845 to
be acting with that person's authority or permission.
"Active Service Date" means the date when
the Service is first made available to the Customer.
"Service" means provision of the allocated
number to the Customer and the use of that number
by the customer and/or any third party.
2.
DURATION
This Contract commences on the date that the registration
is accepted by G0845, and will continue until terminated
in accordance with this Contract.
3.
OWNERSHIP
The Customer agrees that the Service will remain the
property of G0845 and the Customer shall not offer
for sale, assign, mortgage, pledge, underlet, lend
or otherwise deal with or part with possession of
the number.
4.
AVAILABLILTY
The Service will be offered subject to availability.
G0845 cannot guarantee the exact Service and reserve
the right to allocate any Service as long as that
Service has the same price banding as the original
Service offered.
5.
PROVISION OF THE SERVICE
5.1 G0845 will provide the Customer with the Service
on the terms of this Contract.
5.2 G0845 will use reasonable endeavours to provide
the Service by the date agreed with the Customer but
all dates are estimates and G0845 has no liability
for any failure to meet any date.
5.3 G0845 will provide the Service with the reasonable
skill and care of a competent telecommunications service
provider.
5.4 It is technically impracticable to provide a continuous
Service and G0845 does not undertake to do so. G0845
will however investigate and repair any reported faults
as soon as it reasonably can.
5.5 Occasionally G0845 may:
(a) for operational reasons change the technical specification
of the Service used by G0845 for provision of the
Service to the Customer, provided that any change
to the technical specification does not materially
affect the performance of the Service;
(b) suspend the Service for operational reasons such
as repair, maintenance or improvement of the Service
or because of an emergency; or
(c) give the Customer instructions, which it believes
are necessary for reasons of health, safety or the
quality of any telecommunications service provided
by G0845 to the Customer or any other customer.
Before doing so G0845 will give as much notice as
possible and whenever practicable will agree with
the Customer, when the Service will be suspended.
G0845 will restore the Service as soon as it reasonably
can after suspension.
6.
SECURITY
6.1 The Customer is responsible for the security and
proper use of all user IDs and security details used
in connection with the Service (including changing
passwords on a regular basis) and must take all necessary
steps to ensure that they are kept confidential, secure,
used properly and not disclosed to unauthorised people.
6.2 The Customer must immediately inform G0845 if
there is any reason to believe that an account details
has or is likely to become known to someone not authorised
to use it or is being or is likely to be used in an
unauthorised way.
6.3 G0845 reserves the right to suspend the Service
if at any time G0845 considers that there is or is
likely to be a breach of security.
6.4 G0845 reserves the right (at its sole discretion)
to require the Customer to change any or all of the
security details used by the Customer in connection
with the Service
6.5 The Customer must immediately inform G0845 of
any changes to the information the Customer supplied
when registering for the Service.
7.
USE OF THE SERVICE
7.1 The Service is provided solely for the Customer’s
own use and the Customer will not resell or attempt
to resell the Service (or any part or facility of
it) to any third party.
7.2 The Service must not be used in a way that does
not comply with:
(a) the terms of any legislation or any licence applicable
to the Customer or that is in any way unlawful.
7.3 The Service must not be used:
(a) to distribute any information or material which
is offensive, abusive, indecent, defamatory, obscene
or menacing, or in breach of confidence, copyright,
privacy or any other rights;
(b) to cause annoyance, inconvenience or needless
anxiety;
7.4 If the Customer or anyone else, with or without
the Customer's knowledge or approval: uses the Service
in contravention of paragraphs 7.1, 7.2 or 7.3; G0845
may treat the contravention as a material breach of
this Contract, which cannot be remedied for the purposes
of paragraph 12.
7.5 The Customer must indemnify G0845 against any
claims or legal proceedings, which are brought or
threatened against G0845 by a third party alleging
that:
the Service has been used in breach of the provisions
of paragraphs 7.1, 7.2 or 7.3; or
(c) the Service is faulty or cannot be used by that
third party.
G0845 will notify the Customer of any such claims
or proceedings and keep the Customer informed as to
the progress of such claims or proceedings.
7.6 The Customer is responsible for the acts and omissions
of all Authorised Users in connection with the Service
and is liable for any failure by any Authorised User
to perform or observe the terms and conditions of
this Contract.
7.7 The Service must not be used in any way, which,
in G0845’s reasonable opinion, is, or is likely
to be, detrimental to the provision of the Service
to the Customer or any other customer, and fails to
take corrective action within a reasonable period
of receiving written notice from G0845.
7.8 The Service is only available to be used with land line numbers commencing with 01 and 02. Connection to any other number will not be permitted.
8.
CHARGES AND DEPOSITS
8.1 If applicable we reserve the right to charge a
set up fee.
9.
LIMITATION OF LIABILITY
9.1 G0845 accepts unlimited liability for death or
personal injury resulting from its negligence and
paragraph 9.2 does not apply to such liability.
9.2 G0845 is not liable to the Customer, either in
contract, tort (including negligence) or otherwise
for direct or indirect loss of profits, business or
anticipated savings, nor for any indirect or consequential
loss or damage.
9.3 G0845 is not liable to the Customer either in
contract, tort (including negligence) or otherwise
for the acts or omissions of other providers of telecommunications
services or for faults in or failures of their equipment.
9.4 Each provision of this Contract, excluding or
limiting liability, operates separately. If any part
is held by a court to be unreasonable or inapplicable,
the other parts shall continue to apply.
10.
MATTERS BEYOND EITHER PARTY’S REASONABLE CONTROL
10.1 If either party is unable to perform any obligation
under this Contract because of a matter beyond its
reasonable control such as lightning, flood, exceptionally
severe weather, fire, explosion, war, civil disorder,
industrial disputes (whether or not involving employees
of either party), or acts of local or central Government
or other competent authorities, or events beyond the
reasonable control of suppliers of either party, that
party will have no liability to the other for that
failure to perform.
10.2 If G0845 is prevented by restrictions of a legal
or regulatory nature from supplying the Service, G0845
will have no liability to the Customer for failure
to supply the Service.
10.3 If any of the events detailed in paragraphs 10.1
or 10.2 continue for more than 3 months either party
may serve notice on the other terminating this Contract.
11.
TERMINATION OF THIS CONTRACT BY NOTICE
11.1 Either party may terminate this Contract on 28
days notice to the other. After the 28-day notice
period has ended G0845 will de-activate the Service
and may reallocate the Service to another customer.
11.2 G0845 reserve the right to terminate this contract
on 14 days notice if the Service has not been used
during any continuous 180-day period.
12.
BREACHES OF THIS CONTRACT
12.1 Either party may terminate this Contract or the
provision of the Service (in whole or in part) under
it without notice if the other:
(a) commits a material breach of this Contract, which
is capable of remedy, and fails to remedy the breach
within a reasonable time of a written notice to do
so; or
(b) commits a material breach of this Contract which
cannot be remedied; or
(c) is repeatedly in breach of this Contract; or
(d) is the subject of a bankruptcy order, or becomes
insolvent, or makes any arrangement or composition
with or assignment for the benefit of its creditors,
or if it goes into either voluntary (otherwise than
for reconstruction or amalgamation) or compulsory
liquidation, or a receiver or administrator is appointed
over its assets.
12.2 If any of the events detailed in paragraph 12.1
occur because of the Customer, G0845 may suspend the
Service (in whole or in part) without prejudice to
its right to terminate this Contract.
12.3 If either party delays in acting upon a breach
of this Contract that delay will not be regarded as
a waiver of that breach. If either party waives a
breach of this Contract that waiver is limited to
that particular breach.
13.
CHANGES TO THIS CONTRACT
13.1 Service
If the Customer asks G0845 to make any change to the
Service G0845 may ask the Customer to confirm the
request in writing. If G0845 agrees to a change, this
Contract will be amended from the date when G0845
confirms the change in writing to the Customer.
13.2 Conditions
G0845 can change the Conditions of this Contract (including
the charges) at any time, on 28 days notice to the
Customer.
14.
ASSIGNMENT
Neither party may assign or transfer any of their
rights or obligations under this Contract, without
the written consent of the other, except that G0845
may assign its rights or obligations (or both) to
a G0845 Group Company without consent.
15.
ENTIRE AGREEMENT
15.1 This Contract contains the whole agreement between
the parties and supersedes all previous written or
oral agreements relating to its subject matter.
15.2 The parties acknowledge and agree that:
(a) they have not been induced to enter into this
Contract by any representation, warranty or other
assurance not expressly incorporated into it; and
(b) in connection with this Contract their only rights
and remedies in relation to any representation, warranty
or other assurance are for breach of this Contract
and that all other rights and remedies are excluded,
except in the case of fraud.
16.
NOTICES
Subject to paragraph 5.5(b) notices given under this
Contract must be in writing and delivered by hand,
or sent by electronic mail or by prepaid post, as
follows:
(a) to: Yellow Telecoms Limited, Rowan Glen,
Tibshelf Road, Holmewood, S42 5TB or enquiries@g0845.co.uk.
(b) to the Customer at the address to which the Customer
advises G0845 at the time of registering for the Service.
The Customer’s electronic mail address shall
be that which the Customer advises G0845 at the time
of registering for the Service, or any alternative
electronic mail address that the Customer notifies
G0845.
17.
LAW
This Contract is governed by the law of England and
Wales.
