Keyline Associates Limited ( hereinafter referred to as Keyline )

Terms and Conditions
 
1.    Connection 
                
     1.1         Connection will take place once all initial charges have been paid
     1.2         Connection can only be to a landline number provided by British Telecom or other public carrier, within the UK or overseas
     1.3          Connection may also be made to mobile phones,upon payment of any additional costs including security bonds, as may be requested by the supplier in respect of local area codes,freephone,local rate and interntional locator products
and it is the the responsibility of the customer to ensure that there is adequate call prepayment available at all times.Keyline will not be held liable for any costs involved due to lack of sufficient funds on each individual account causing the service to be suspended.

     1.4         Connection will generally occur within 3 working days of Keyline being given an instruction to connect and details of the landline to which connection is to be made. Keyline cannot be held responsible for any delays in connection that may occur as a result of non performance by the telephone carrier to whose switch the number is being connected,or from which the number has been sourced.
     1.5         No advertising / promotions / signs or stationery production should take place until number allocation has been confirmed and actual connection in place. Any such activity that precedes this will be entirely at customer’s own risk.All premium rate services must fully comply with the current code of the premium rate regulator - PhonepayPlus and all promtional material must without exception be delivered to Keyline prior to any advertising of the service takes place for written approval by Keyline.
 
2.    Charges
                
    2.1     Call Deposits are to be made in prepaid units of £25. Number and Service Rental charges are to be prepaid quarterly / 6 monthly / annually in advance (as determined by the price schedule) by bank standing order or credit/debit card.Annual payments may also be made by cheque or bank transfer. Where a standing order is not in place (or where it should fail to be honored) then payment may be taken by credit/debit card should such details be held by Keyline .Annual payments may be made by cheque, credit card or BACS.
     2.2         Payments not received within 30 days of becoming due will attract a late payment charge of £10.
     2.3         Should any payment remain unpaid for 45 days following date of becoming due the connection may be terminated without further notice.
     2.4         Reconnection will then take place upon payment of all outstanding charges up until the date of termination plus a reconnection fee of £25.00 Should payment not be received within 30 days of disconnection then the number will be finally terminated and may be reallocated to another client without further notice.For the sake of clarity this is 75 days following due date.
     2.5         Charges may be reviewed from time to time in line with inflation and/or prevailing costs.You will receive three (3) months notice of any such change.
 
3.    Redirection
                
     3.1         Keyline reserve the right to apply a standard redirection charge In the event that you wish your number to be redirected so that it terminates to a different target number,each request will be charged at out at our standard rate but subject to any additional charges levied by the Network Operator concerned. Normally, redirection occurs as a result of moving to a different telephone exchange area. The standard redirection charge will be at £25 per redirect. For temporary diversion on a more or less regular basis, Keyline recommends that you set up call diversion with your landline/mobile supplier so that incoming calls will automatically divert to your mobile or other nominated landline.
 
4.    Loss of Service
                
     4.1         Keyline accepts no responsibility for loss of service arising from matters outside its control.
     4.2         Where a carrier or telecom number supplier goes into liquidation or otherwise loses its number range (for any reason whatsoever) then any claims against Keyline shall be limited to a refund of any advance line rentals paid from the date Keyline Associates was first notified that a liquidation or number loss had taken place. Any set-up fees, or one-off premium charges, associated with the connection of memorable numbers will not be refundable in these circumstances, nor can Keyline Associates be held responsible for any indirect losses such as advertising costs, stationery reprinting, etc, as a result of using a number that may have become defunct.
     4.3         Keyline Associates will not be held responsible for any numbering changes, or consequential losses, arising from matters outside its control such as changes made at the instigation of Ofcom or other regulatory bodies.
     4.4         If you do experience any problems with service Keyline will use its best endeavours to resolve these, including where necessary the sourcing of alternative numbers. You should report any such problems by calling Keyline UK Customer Services on 0844 522 0844 or emailing sales@keylinecom.com.
 
5.    Ownership & Transfer of Numbers
                
    5.1         Ultimate ownership of all UK telephone numbers rests with the Crown through Ofcom, the government agency charged with managing phone numbers. Upon payment of the appropriate fees Ofcom then licences blocks of numbers to DTI licenced telecom carriers, followed by their agents and/or resellers. To all intents and purposes these numbers are then owned by these carriers or their resellers
     5.2         Keyline Associates, as a reseller, controls all the numbers under its management and is neither a public carrier nor end user. You enjoy full use of your number(s) subject to the Terms and Conditions of this document, so long as the appropriate charges are paid, and the number(s) are not being used for illegal purposes.
     5.3         You may, if you wish, sell or transfer usage rights to your number so long as all payments are up to date, and the party to whom the number is being transferred agrees to these Terms and Conditions. All transfers are subject to the approval of Keyline.
     5.4         If at any stage you wish to port your number to another carrier we may consider allowing this, subject to agreement with us as to the terms of porting. Such terms include inter alia, a lump sum payment equal to 4 years line rental, together with a usage charge equal to 1p per minute on all peak 0844 / 0845 traffic; 21p per minute on all peak  0700 traffic and 3p per minute on all peak 09 and  0871 traffic carried during the 12 months immediately prior to the transfer being requested.
     5.5         Where service has been in existence for less than 12 months then an assumed revenue share shall be calculated as if the service had been in existence for 12 months. Under no circumstances will porting be allowed during the first 6 months of service.
 
6.    Connecting Telecom
                
    6.1         In accepting service through Keyline Associates Limited you also agree to accept the standard Terms and Conditions of the particular carrier from which your chosen number was originally sourced, and through which it will be connected. Where this Agreement is deemed to be in conflict with the standard Terms and Conditions of the carrier referred to, then resolution shall be between Keyline Associates Limited and that carrier.
 
7.    Revenue Share
                
    7.1         If your business is potentially a medium-high volume user of 09 or 0871 numbers then you may be offered a revenue share based on your generating agreed volumes of traffic. This will be noted on our order form which is sent to you at the time of your order.
     7.2         Where a revenue share has been offered you are to place an annual request for traffic statistics within 6 months of each anniversary of your having become a client of Keyline Associates Limited so that your entitlement can be assessed.
     7.3         Upon receipt of your request Keyline will then provide traffic statistics within 14 days and you are to then submit a VAT invoice for your revenue share which will be paid within 30 days unless otherwise determined.
     7.4         No revenue share will be paid until the total amount owing is £75 or greater.Where the revenue share for a particular year is less than £75 it may be rolled over for one further year. but not more than one year.
     7.5         Failure to submit a traffic/revenue statement within the 6 months time frame allowed for will not necessarily negate the claim, but under no circumstances will a revenue share be paid that goes back further than 2 years.
     7.6         Where the revenue share to be paid is greater than one year, but less than the two years maximum allowed for, then payment shall be on such terms as Keyline determines.
 
8.    Cancellation
                
    8.1         Keyline Associates Limited invoices for Advance Rentals and Call Prepayments in relation to all Numbers and Services in monthly/quarterly ,six/twelve monthly cycles, the first cycle commencing from the date that the service is ordered. Customers may cancel their account at any time by giving written notice at least 30 days priory to the expiry of any given cycle. Notice may be given by mail, fax or email and customers are advised that they should check with Keyline following written advice of cancellation to confirm that it has been received. Keyline will then provide by email a written acknowledgment of cancellation which must be retained. If you do not receive this please request a duplicate.
    8.2         Keyline Associates Limited assumes no responsibility for any cancellation not given in accordance with these procedures.
    8.3         Cancellation will be effective from the end of the quarter during which notice has been received.
 
9.    Termination
                
    9.1         Notwithstanding payment of any rental or call deposit,if any number is not connected and targetted to an underlying destination within 90 days of the date of this Agreement, and subsequently generating at least 75% of any pre-agreed traffic levels associated with the service being provided (or 60 minutes of incoming calls per month where no prior agreement has been established) then Keyline Associates Limited reserves the right to terminate the connection upon reimbursement of any connection fee that may have been paid, less an administration charge equal to £50.00 or 50% of any such fees so paid, whichever is the greater. No refund will apply to any monthly/quarterly ,six/twelve monthly leasing costs that may have been paid.
 
10.    Damages
                
    10.1         Any claim for damages, for whatever reason, shall be limited to such sum(s) as may have been paid to Keyline by the complaining party during the 90 days immediately prior to the action which supposedly gave rise to such claim. Neither Keyline Associates, nor the connecting telephone carrier shall be liable for consequential losses arising through failure of service, failure to provide service, or any cause whatsoever.
  
    
                
    11.   Governing Law
                
     11.1         These Terms and Conditions shall be governed and interpreted in accordance with English Law.