Virtual Telephone Number Terms and Conditions

1. PROVISION OF SERVICES

1.1 Sprint Online agrees toprovide Services to the Customer on the terms and conditions of this Agreementonce Sprint Online has accepted the Customer's Order. Order can be made via thewebsite, over the telephone or in person with a representative of Sprint Online.

Sprint Online will have acceptedthe order by advising an Order Confirmation, which will be by email.

From time to time Sprint Onlinemay need to substitute ordered numbers for alternative numbers beforeconfirmation, due to network duplication, technical or other reasons, whichwill be advised by Sprint Online before the initial connection. Sprint Onlinewill, where possible, offer alternative numbers for customer selection of thesame range.

1.2 It is estimated that theInitial Connection for simple translations on single numbers available from thewebsite will be no more than 3 working hours after receipt of the Order, unlessstated otherwise i.e. Numbers have to be ordered from the network, Callsolutions need to be added or we are supplying a bulk order. There may also bea delay subject to the network carriers scheduling of orders.

1.3 The minimum period forService is 1 month from the order form and acceptance of terms of sale beingsubmitted by the customer. This Agreement will continue after the expiry of theminimum period unless and until:

1.3.1 It is terminated by eitherparty giving the other written notice, by email or recorded delivery, toterminate the Agreement. In the case of notice given by the Customer, thenotice shall be acknowledged and thereby confirmed by way of a cancellationacceptance from an appropriate person employed by Sprint Online. This emailwill be send within 10 working days of receipt of your cancellation – if you donot receive this you must re-submit by recorded delivery to Sprint Online,Thorncroft Manor, Leatherhead, Surrey, KT22 8JB.

1.4 The services are suppliedsubject to all limitations of the Telecommunications Network including the riskof imposed prefix, number or call cost changes. Sprint Online are unable toguarantee that all overseas systems will be able to access the Customer usingthe Telephone Number or that telephone keypads will use the same alphanumericcombinations as are currently used in the UK .

1.5 Each order will, with theseterms, comprise a separate contract between the parties unless the orderspecifies that it is an amendment to an existing contract & is agreed assuch by Sprint Online to the customer.

1.6 Where an order covers morethan one Telephone Number or Service each Telephone Number or Service shall bedeemed the subject of a separate and severable Agreement.

1.7 Where the Customer's name orif applicable, bank details, address or other part of the customers submittedorder form is incorrect or incomplete, the Customer agrees that Sprint Onlinemay still treat as being the Customer, the individual or organisation that madethe order for services.

1.8 Sprint Online numbers aresupplied on a rental/service agreement. Sprint Online retain the overallownership of numbers originally supplied to clients and fixed charges made aredeemed as rental/service fees for the duration of the agreement. Administrativefees for ports/migrations are charged based on the length of time your numberhas been live with us; between 1-3 months £295, 4-6 months £225, 7-9 months£195, 10-12 £125, then over 12 months at £75 per number. This is a fixed chargeand includes all costs incurred by Sprint Online + from the losing operatornetwork. Should Sprint Online need to move numbers, as number owners andmanagers, they may do so without notification to the customer as long as itdoes not impede the service or functionality of the number. Customers who portor transfer numbers to Sprint Online retain the right to return or move themsubject to:

1.8.1 The new operator havingporting agreements in place with our number range holder or network carrier.

1.8.2 Sprint Online notifiescustomers that the business, number range or service is being closed down ormade unavailable.

1.8.3 Sprint Online cannotmaintain the existing number or service originally purchased by the customer.

Charges to complete the processwill be confirmed & invoiced to clients before any work is completed, withpayment being received by BACS/Internet Banking in advance of the process beingadministered.

2. Aims & Promises

2.1 Sprint Online will usereasonable endeavours to provide the products and services ordered. SprintOnline shall not be liable for any failure resulting from factors outside theircontrol. In particular Sprint Online is not responsible for the operation ofthe Telecommunications Network.

2.2 Sprint Online reserves theright to improve or alter the Services as it deems appropriate, provided thatsuch changes do not substantially change the nature of the service that hasbeen ordered or supplied.

2.3 Sprint Online will providean after sales service contactable by telephone or e-mail.

3. CUSTOMER RESPONSIBILITIES

3.1 The Customer shall at alltimes:-

3.1.1 Comply with any reasonabledirections or instructions (including requests for help or information) issuedfrom time to time by Sprint Online in connection with the services, productssupplied and payments required.

3.1.2 Pay Sprint Online underthis Agreement on or before the due date for payment without set off ordeduction (unless with the full authority & agreement of Sprint Online inwriting by either email, from an appropriate Sprint Online email account orletter delivered by hand).

3.1.3 Ensure insofar as ispossible that the Telephone Numbers or Services are not used in any unlawful,improper or damaging manner.

3.1.4 Indemnify and holdharmless Sprint Online against all liabilities, claims, damages, losses, costsand proceedings howsoever arising from any improper use of the Services.

3.1.5 Indemnify and holdharmless Sprint Online against all liabilities, claims, damages, losses, costsand proceedings howsoever arising from a claim by a third party where the thirdparty claims it has the right to prevent the Customer from using the TelephoneNumber or Service

4. CHARGES AND PAYMENT

4.1 Connection charges may bepayable upon invoice or prior to the initial connection at our discretion byBACS/internet transfer, Direct Debit, or Cheque.

We accept cash or credit cardsonly when agreed by an appropriate person of the company.

4.2 Sprint Online may invoicemonthly, annually or however it deems suitable for the products & servicessupplied. If Charges are ascertainable in advance, such as rentals, they may beinvoiced in advance – this will be advised in the Order Confirmation. Inrespect of unascertainable future charges, such as call charges, Sprint Onlinenormally bills these in arrears, however, we reserve the right to secure apre-payment. Sprint Online will notify customers of this requirement beforeaccepting their order. Sprint Online may impose pre-payments or deposits uponexisting customers if they have failed to pay on time or if present reasonablecause to do so.

4.3 Sprint Online may requirethe Customer to pay by direct debit as a condition of sale. In the event thatthe Customer is unwilling or unable to pay by Direct Debit Sprint Online mayapply manual billing charges, these will be notified before doing so.

4.3.1 Manual Billing Charges Of£10 per invoice raised and mailed.

4.3.2 Failed Direct Debits willbe represented as long as details remain valid, should the payment fail twice, wereserve the right to charge the maximum penalty available under The LatePayment Fee Act.

4.3.3 £5 to re-set Direct Debitpayment instructions.

4.4 Certain Services (e.g.diverts to mobile or international) have additional costs which are outside thecontrol of Sprint Online. Where any such charges are increased to Sprint Online,Sprint Online shall increase its own charges for the same Services & willconfirm all changes with the customer with itemised billing.

4.4.1 Minimum usage charge forNumbers & Sprint Online’s Call Solution charges may be imposed withoutnotice.

4.4.2 0844, 0870 & 0871Numbers that, upon the anniversary of order, carry less than 1200 minutes ofpeak calls will be charged a "Minimum Use Fee" annually, to be nomore than £19.95, unless higher charges are enforced upon us by our operatorswhereby these charges will be passed to the customers.

4.4.3 Revenue rebates will onlybe paid to a minimum invoice value of £25.00, unless otherwise agreed inwriting by Sprint Online.

4.4.4 Sprint Online reserves theright to impose a minimum billing value of 1.5pence per call received on InboundNumbers and 1pence per call made on Outbound calls.

4.4.5 Annual service charges,where applicable, will be charged as advertised on the website or as per theoriginal order / agreement made by / with the customer. Sprint Online willendeavor to supply an online or emailed invoice in advance of the anniversarydate of said Annual Service Charges, but does not guarantee this. Failure forthe customer to pay with-in the terms or by the date stated may result in theimmediate suspension of any & all numbers used by the customer.

4.4.6 Sprint Online maintaincharges for Sprint Online’s Call Solutions as advertised on their website or asper the latest order / agreement made with the customer via email or recordedtelephone call.

4.4.7 Change of targetdestination for numbers will be Free of Charge up to & including twelve peryear. Thereafter, we reserve the right to charge £25 per re-direct.

4.5 Invoices are payable within14 days or by the date specified on the invoice. Sprint Online reserves theright to charge the maximum penalty available under The Late Payment Fee Act.

4.6 Overdue payments shall besubject to the maximum penalty available under The Late Payment Fee Act untilthe account is either settled or terminated.

4.7 Sprint Online shall inrespect of each Service be entitled to review and vary from time to time theCharges and introduce new charges.

4.8 Charges may also be imposedin the following circumstances, brought about by a Customer request:-

4.8.1 Change of service. (e.g. movingfrom landline to mobile diverts)

4.8.2 Termination of Agreementin respect or advertising, web or other services that have been committed too.

Late payment (4.5) & administrationcharges (4.3) may be maintained

4.9 The Customer shall notdispute the amount of any Operator generated Charges unless and then only tothe extent that Sprint Online is entitled to dispute such charges with theOperator.

5. REVENUES

5.1 The Customer shall beentitled to receive Revenue from Sprint Online based on the peak minutes ofcall time generated by the use of a number that generates a rebate as recordedin data supplied to Sprint Online by the Operator which shall be conclusive forthe purpose of calculating Revenue Rebates allowed.

5.2 The rate at which Revenueshall be paid shall be agreed between the parties.

5.3 Sprint Online shall payRevenue on a monthly basis in arrears, following the receipt of a customersupplied invoice or a self billing account invoice provided by Sprint Online.

5.4 Sprint Online shall beentitled to withhold Revenue due to the Customer:-

5.4.1 Upon the suspension,termination or cancellation of the number or services provided.

5.4.2 If Sprint Online suspectsthe Customer is in breach of any term of this Agreement or any other agreementbetween the parties;

5.4.3 If Sprint Online suspectsthe Customer has increased its entitlement to Revenue by fraudulent or impropermeans;

5.4.4 If Sprint Online has notreceived the corresponding payment from the Operator

5.4.5 If the customer does notinvoice Sprint Online within three months of the revenue statement date

5.5 Sprint Online shall beentitled to set off any Charges due to Sprint Online against Revenue due to theCustomer.

6. THIRD PARTIES

The customer agrees that SprintOnline may, if necessary, use third party companies for billing charges,collecting direct debits, credit card payments and outstanding debts.
Sprint Online retains all rights in respect to its billing, collection andbusiness partners for any activities required.

7. LIABILITY

7.1 Sprint Online does notexclude or restrict any liability to the Customer for death or personal injuryattributable to its own negligence or that of its employees or agents.

7.2 Sprint Online shall exercisereasonable skill and care in the provision of the Numbers & Servicessupplied.

7.3 Except as stated expresslyotherwise in this Agreement, in relation to the provision of Services, SprintOnline shall have no obligation, duty or liability in or for contract, tort(including negligence and breach of statutory duty) or otherwise and all otherconditions, warranties, terms representations and undertaking, express orimplied (whether they are implied by statute, common law or in any other way)are excluded to the fullest extent permitted by law.

7.4 Where any Service has beencontinuously unavailable to a Customer for a continuous period of more than 7days and not as a result of any action or omission of the Customer or any eventbeyond the reasonable control of Sprint Online the Customer may apply to SprintOnline for a rebate of any time based Charges in respect of the unavailable Periodand Sprint Online shall allow the Customer a proportionate rebate of such timebased charges. Sprint Online shall have no other liability for failure orunavailability of the Telecommunications Network or external body.

7.5 Sprint Online shall not beliable for any indirect or consequential losses, damage or expenses suffered bythe Customer including (but not limited to) loss of anticipated sales profitsor savings, goodwill, business contracts or losses resulting from third partyclaims.

8. SUSPENSION, WITHDRAW & TERMINATION OFSERVICES

8.1 Sprint Online may withdraw,suspend or terminate all or part of the Services (or any of them for so long asreasonably required) on a customers account at any time without notice if:-

8.1.1 The Customer is inmaterial breach of this Agreement or any contracted agreement between theparties.

8.1.2 The Customer acts in sucha way or permits anything to be done which, in the reasonable opinion of SprintOnline, relates to the Services that may impair or jeopardize the
operation of the Services or any part of the Telecommunications Network orGoogle marketing.

8.1.3 Required to do so directlyor indirectly by law, the Operating suppliers, industry regulatory body, OFCOMor Phonepayplus.

8.1.4 Required for modificationor maintenance or in cases of emergency.

8.1.5 Sprint Online has goodreason to believe the Services are being used for unlawful, fraudulent orimproper purposes.

8.1.6 Payments or pre-paymentsfor any monthly, annual or adhoc charges fail or are not received by SprintOnline on or before the due date, as specified by Sprint Online on any accountcharges.

8.2 The Customer shall remainliable for all Charges during any period of withdraw, suspension or aftertermination of services attributable to the actions or omissions of theCustomer.

8.3 Failing to meet thefinancial terms of any contracts, including porting, termination orcancellation fees or in unauthorised payment arrears on your account, be it inpart or full arrears of the services under collective or individual contract onyour account.

8.4 We reserve the right tocharge re-connection fees of £15 per number.

9. DATA PROTECTION ACT

9.1 Information that theCustomer provides to Sprint Online about private individuals relevant to SprintOnline dealings with the Customer will be stored within Sprint Online computersystems.

9.2 For the purpose of the DataProtection Act 1998 ("the Act") Sprint Online needs to specify thepurposes for which it will use that information. It will of course only use itfor legitimate purposes, including:-

9.2.1 Communicating with theindividuals concerned as necessary in connection with the Customer's dealingswith Sprint Online.

9.2.2 Communicating with theCustomer in connection with Sprint Online services generally;

9.2.3 Providing it to thirdparties as required by the Customer or the law or as necessary in connectionwith the Customer's dealings with Sprint Online

9.3 By giving Sprint Online thatinformation the Customer consents to Sprint Online holding using and disclosingit for those purposes.

9.4 Sprint Online is permittedunder the Act to hold and use personal data for the purposes specified above.It will not process such data provided by the Customer otherwise than for thosepurposes or as otherwise required by the Customer.

10. TERMINATION OF AGREEMENT

10.1 Sprint Online may terminatethis Agreement immediately by notice in writing, including email to theCustomer if:-

10.1.1 The Customer is in breachof any of the terms of this Agreement or any other agreement between theparties and does not remedy the breach within 7 days of the date of writtennotice from Sprint Online specifying the breach and requiring it to beremedied;

10.1.2 Any license, permission,agreement or authorization granted to the Operator or to Sprint Onlinenecessary for the provision of the Services is suspended, revoked orterminated; or

10.1.3 Sprint Online is unableto recover from the Operator Revenue payments due to the Customer.

10.2 Sprint Online may terminateNumbers, Agreements & Accounts immediately, without written notice, if ithas reasonable reason to believe outstanding charges or debts will not be paidwhen due.

10.3 The Customer can at anytime with 4 weeks' notice, terminate any Agreement and cease use of the numbersand telephony services provided by Sprint Online – unless under a pre-agreedcontract. In these circumstances the Customer shall be liable for anyoutstanding charges accrued or incurred or scheduled to incur before the dateof termination and will be required to pay Sprint Online, including any penaltyfees.

10.3.1 A Termination of servicesnotification must be received by either email or recorded delivery to action anaccount closure, providing a minimum 4 weeks/advance calendar month notice. Ifby Email, a response acknowledging cancellation and/or account closure will bereturned within 10 working days, providing the account is clear of outstandingcharges. If emails are not received, a recorded delivery notice letter must besent to Sprint Online, Thorncroft Manor, Leatherhead, Surrey, KT22 8JB.

10.4 Any termination of thisAgreement shall be without prejudice to the rights of either party accrued tothe date of termination.

10.5 Sprint Online requires aminimum of 4 weeks' notice of termination of any agreements, products &services supplied by Sprint Online to the customer, unless otherwise agreed byan appropriate officer of Sprint Online in writing, including email. This doesnot cover agreements where annual charges and payments have been committed toand cannot be changed, such as Directory advertising, Internet and Designprojects. These fees must be paid.

10.6 Sprint Online may terminateor re-price services, packages, solutions and call charges when an Agencyagreement broken:

10.6.1 When a Yell.com or GoogleAgreement is broken.

10.6.2 When our products are notused within Yell.com or Google. I.E. Sprint Online are no longer employedwithin the advertising purchased.

11. USE OF SERVICE

11.1 By ordering any servicesupplied by Sprint Online you the customer are agreeing to the Terms andConditions set out in this agreement.

11.2 By ordering any servicesupplied by Sprint Online you the customer are agreeing to Sprint Online beingable to change or add to these terms & conditions if so required bylegislation, the Operator, OFCOM, Phonepayplus or any similar authority.

11.3 The Customer acknowledgesthat it has not been induced to enter into this Agreement by anyrepresentations made before or on entering into this Agreement (whether madenegligently or innocently or whether oral or written) and that it has onlyrelied upon matters set out in this Agreement in deciding to enter into thisAgreement.

11.4 The Customer shall notassign or try to assign any or all of the rights and responsibilities under theAgreement, unless with the written agreement (including email) by all parties. SprintOnline may transfer its right and obligations hereunder to a new serviceprovider in which circumstances the Customer shall enter into a new agreementin the same terms as this with the new service provider (e.g. if Sprint Onlineis purchased or cannot continue to support the products and services).

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