1.1 In this Agreement the following terms shall have the following meanings:-

"Act" means the Telecommunications Act 1984 as amended, re-enacted from time to time;

"Agreement" means the agreement between and the Subscriber for the provision of Services incorporating these terms and conditions and the Order Form;

"Connection Date" means the date when the network carrier having received the Subscriber Details from Bluebell Telecom is in a position to and has agreed to commence provision of the Network Services to the Subscriber;

"Contract Period" means the period of time specified as the Contract Period on the Order Form;

"Subscriber" means the person, firm or company specified on the Order Form and any other person reasonably appearing to act within that person's, firm's or company's authority and includes where relevant the Subscriber's permitted assigns, employees and agents;
"Subscriber Details" means the service numbers of lines to be connected by the Network Services;

"Bluebell Telecom" means Bluebell Telecom Limited (Company Number 04117127) whose registered office is at 15 Riverside Studios, Amethyst Road, Newcastle Business Park, Newcastle upon Tyne, NE4 7YL;

"Number Translation Service" means any telecommunications service provided by Bluebell Telecom which commences with a non-geographical code requiring translations by Bluebell Telecom switch for onward routing to the Subscriber and including services such as 0800 freephone, local rate, national rate and premium rate telephone call facilities;

"Network Access" means the provision of a line or lines specified in the Order Form in order to enable the Subscriber to make or receive telephone calls;

"Network Services" means the provision of per minute indirect access network capacity as is required to complete voice telephone calls and data transmissions domestically and internationally via the public switched telephone network more particularly detailed on the Order Form and described in Bluebell Telecom's service literature and as modified or substituted from time to time to be provided under the Agreement by Bluebell Telecom to the Subscriber;

"Order Form" means the Subscriber Order Form overleaf which sets out details of Bluebell Telecom, the Subscriber and other particulars relating to the provision of the Network Services;

"Services" means Network Access, the Number Translation Services and the Network Services together with any other additional services provided by Bluebell Telecom to the Subscriber under this Agreement;

"Service Levels" means the service levels for fault repair as specified on Bluebell Telecom's website www.bluebelltelecom.com/ as may be varied from time to time; and "Bluebell Telecom" means Bluebell Telecom as specified on the Order Form by whom this Agreement is made and the expression "Bluebell Telecom" includes Bluebell Telecom's permitted assigns, employees and agents.

4.1 The Subscriber agrees and undertakes:-

4.1.1 to use the Services in accordance with such conditions as may be notified to it in writing by Bluebell Telecom from time to time;

4.1.2 not to cause any attachments other than those approved for connections under the Act to be connected to the Network Services and Bluebell Telecom shall not be under any obligation to connect or keep connected any Subscriber apparatus if it does not so approve or if in the reasonable opinion of Bluebell Telecom it is liable to cause death, personal injury, damage or impair the quality of the Network Services;

4.1.3 not to contravene the Act or any other relevant regulations or licences granted under it;

4.1.4 not to use the Network Services as a means of communication for a purpose other than that for which the Network Services are provided and as may be set out from time to time in Bluebell Telecom's service literature;

4.1.5 not to use the Network Services to communicate any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character;

4.1.6 not to use the Services in a manner which constitutes or may constitute a violation or infringement of the rights of any other party or fraudulently or in connection with any criminal offence;

4.1.7 to maintain its telecommunications apparatus at all times during the period of this Agreement in good working order and in conformation with the relevant standard or approval for the item being designated under section 22 of the Act; and

4.1.8 to provide Bluebell Telecom with all such information as it reasonably requests relating to the Subscriber's telecommunications apparatus.

4.2 If Bluebell Telecom is installing audio-dialling equipment, the Subscriber shall provide at Bluebell Telecom's request and at the Subscriber's expense, a suitable mains electricity supply (if necessary), with a connection where Bluebell Telecom requires to enable Bluebell Telecom to provide the Network Services.

4.3 If any equipment is installed or provided by or on behalf of Bluebell Telecom for the purposes of providing the Services (including without limitation any auto-dialler), the Subscriber undertakes not to alter or move such equipment or any part thereof without Bluebell Telecom's prior written consent. The Subscriber agrees that any equipment installed or provided by or on behalf of Bluebell Telecom shall at all times remain the property of Bluebell Telecom and shall be returned to Bluebell Telecom forthwith upon request. The Subscriber shall insure such equipment for its full replacement value against all risks throughout the term of this Agreement.

4.4 The Subscriber shall indemnify Bluebell Telecom in full against any and all liabilities, claims, damages, losses and expenses arising from the use by the Subscriber of the Services in breach of this Agreement.

4.5 In relation to the Number Translation Service:-

4.5.1 the Subscriber acknowledges that it must verify any telephone numbers notified to it by Bluebell Telecom as part of the Number Translation Service prior to their use in any advertising or other publicity or marketing materials. For the avoidance of doubt, Bluebell Telecom shall not be liable for any costs, losses, claims or expenses incurred by the Subscriber if it uses such numbers in advertising, publicity or other marketing materials save where Bluebell Telecom has notified such telephone numbers to the Subscriber in writing prior to the use by Subscriber in such material;

4.5.2 the Subscriber hereby acknowledges that the telephone numbers allocated as part of the Number Translation Service do not belong to the Subscriber. The Subscriber accepts that it shall not acquire any rights whatsoever in any such telephone numbers and the Subscriber shall make no attempt to apply for registration of the same as a trade or service mark whether on its own or in conjunction with some other words or trading style;

4.5.3 Bluebell Telecom shall be entitled for operational, technical or regulatory reasons, to withdraw or change any telephone or code (or group thereof) allocated to the Subscriber as part on the Number Translation Service PROVIDED THAT Bluebell Telecom gives the Subscriber the maximum period of notice in writing thereof reasonably practicable in the circumstances; and

4.5.4 the Subscriber acknowledges and agrees that any Number Translation Service including any telephone numbers provided as part of that service shall only be provided by Bluebell Telecom and made available for use by the Subscriber for the duration of this Agreement.

4.6 Bluebell Telecom shall provide fault repair services for Network Access in accordance with the Service Levels.

4.7 In relation to any Services other than the Number Translation Service, Network Access and the Network Services, Bluebell Telecom shall provide these services to the Subscriber on such terms as shall be notified by Bluebell Telecom to the Subscriber from time to time.

5.1 To enable Bluebell Telecom to exercise its obligations under this Agreement:-

5.1.1 the Subscriber shall permit or procure permission for Bluebell Telecom and any other person(s) authorised by Bluebell Telecom to have reasonable access to its premises and its telephone system and other equipment and shall provide such reasonable assistance as Bluebell Telecom requests; and

5.1.2 Bluebell Telecom will normally carry out work by appointment and during normal working hours but may request the Subscriber to provide access at other times.

5.2 At the Subscriber's request, Bluebell Telecom may agree to work outside normal working hours and the Subscriber shall pay Bluebell Telecom's reasonable charges for complying with such a request.

5.3 If the Subscriber requests maintenance or repair work which is found to be unnecessary or is not included in the standard charges for the Services, the Subscriber may be charged for the work and the costs incurred. Bluebell Telecom will give notice that work is not included in the Services or is considered unnecessary prior to commencement of the works required or requested.

6.1 Bluebell Telecom may at its sole discretion elect to suspend forthwith provision of the Services until further notice without compensation having given the Subscriber as much notice as is reasonably practicable under the circumstances either orally (confirming such notice in writing) or in writing, in the event that:-

6.1.1 the Subscriber is in breach of a material term of this Agreement including for the purposes of this Agreement its failure to pay any charges to Bluebell Telecom on the due date;

6.1.2 Bluebell Telecom is obliged to comply with an order, instruction or request of the Government, an emergency services organisation or other competent administrative authority;

6.1.3 Bluebell Telecom suspects that the Services are being used fraudulently or otherwise in breach of this Agreement; and/or

6.1.4 Bluebell Telecom is entitled to suspend the provision of any other telecommunications service under the terms of any other agreement with the Subscriber.

6.2 The Subscriber shall reimburse Bluebell Telecom for all reasonable costs and expenses incurred by the implementation of such suspension and/or the recommencement of the provision of the Services as appropriate, but only where the suspension is implemented as a consequence of breach, fault or omission of the Subscriber as described in clause 6.1 above.

7.1 Bluebell Telecom shall use its reasonable endeavours to provide continuous access to the telecommunications network but Bluebell Telecom gives no warranty that the access will be continuous as it has no control over the network. Network Access (including for the avoidance of doubt the availability of lines), the Network Services, the Number Translation Services and any other Services provided will not be error-free or uninterrupted and may be variable.

7.2 The Services are provided "as is" or "as available" and all warranties, express or implied, together with all conditions or terms implied by statute, common law, trade usage or otherwise are excluded to the fullest extent permitted by law.

7.3 Nothing in this Agreement shall exclude or restrict Bluebell Telecom's liability for death or personal injury resulting from the negligence or fraudulent misrepresentation of Bluebell Telecom or of its employees while acting in the course of their employment with Bluebell Telecom.

7.4 Bluebell Telecom shall not be liable to the Subscriber or any third party in contract, negligence, tort or otherwise for any loss of revenue, business, contracts, anticipated savings or profits (whether direct or indirect) or for any other indirect or consequential loss whatsoever and the Subscriber shall indemnify and keep Bluebell Telecom indemnified against any claims and expenses arising out of the foregoing.

7.5 Bluebell Telecom's liability in contract, negligence, tort or otherwise arising out of or in connection with the performance of its obligations under this Agreement, including any direct loss suffered by the Subscriber as a result of the unavailability of Network Access, shall be limited to £250,000 for any one incident or a series of incidents and £1 million in aggregate for all loss arising during the period of this Agreement.

7.6 Bluebell Telecom shall not be liable to the Subscriber for any breach of any provision of this Agreement caused by any reason outside the control or responsibility of Bluebell Telecom including without limitation the failure of any third party public telecommunications operator or network carrier to provide network capacity (or any element thereof) to Bluebell Telecom on which it was reliant for the purposes of this Agreement (whether in breach of contract or otherwise), any Act of God, inclement weather, failure or shortage of power supplies, shortage of materials or labour, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, or other competent authorities.

8.1 The Subscriber shall be invoiced monthly by Bluebell Telecom. The Subscriber may pay by way of direct debit. If the amount of money in the Subscriber's bank account which covers the direct debit payment is not enough to pay the invoice and Bluebell Telecom has to make an additional request for payment, it may charge a reasonable charge to cover its costs in doing this which it will add to the Subscriber's next bill or invoice. The Subscriber agrees to pay all charges within 14 days of receipt of invoice.

8.2 Telephone use charges and the line rental charges (if any) will be as detailed in Bluebell Telecom's price list as varied from time to time.

8.3 Bluebell Telecom shall have the right to alter the charges in Bluebell Telecom's price list from time to time by giving the Subscriber not less than 28 days' notice.

8.4 Telephone use charges payable shall be calculated by reference to data recorded or logged by or on behalf of Bluebell Telecom and not by reference to any data recorded or logged by the Subscriber.

8.5 Bluebell Telecom reserves the right to charge interest calculated on a daily basis on amounts outstanding 14 days after invoice until payment in full is received, at a rate equal to 8% per annum above the official dealing rate of the Bank of England as current from time to time, whether before or after judgement. Interest shall continue to accrue notwithstanding termination of this Agreement.

8.6 All sums referred to in this Agreement are exclusive of Value Added Tax and any taxes of a similar nature which may from time to time be introduced.

8.7 Payment of all sums due to Bluebell Telecom shall be made without any deduction or set-off whatsoever.

9.1 Without prejudice to its rights under clause 6, this Agreement may be terminated forthwith by Bluebell Telecom either orally (confirming such notification in writing) or in writing if there is a material or persistent breach by the Subscriber of any of the Subscriber's obligations under this Agreement (including without limitation non-payment of any charges due) and in the case of breaches which are capable of remedy if the Subscriber fails to remedy the same within 7 days of notice to remedy such breach.

9.2 Notwithstanding anything to the contrary expressed or implied in this Agreement, either party (without the prejudice to its own rights) may terminate this Agreement forthwith in the event that a liquidator (other than for the purposes of amalgamation or reconstruction) trustee in bankruptcy, administrator, receiver or manager is appointed in respect of the whole or part of the assets and/or undertaking of the other party or the other party enters into an arrangement for composition with its creditors, or other circumstances arise which entitle a court or creditor to appoint a receiver or administrator or to make a winding up order.

9.3 Notwithstanding anything to the contrary expressed or implied in this Agreement Bluebell Telecom (without prejudice to its own rights) may terminate this Agreement forthwith and with no liability to the Subscriber in the event that any licence under which the Subscriber has the right to run its telecommunication system and connect it to the Network Services is revoked, amended or otherwise ceases to be valid.

9.4 If the Subscriber wishes to cancel this Agreement in whole or in part prior to the Connection Date Bluebell Telecom will agree to accept such cancellation upon written notice on the basis that the Subscriber shall reimburse to Bluebell Telecom any outstanding charges, costs, expenses or charges incurred by Bluebell Telecom in respect of services and/or cancellations.

9.5 If the Subscriber terminates this Agreement in whole or in part prior to the end of the Contract Period, save where it does so pursuant to clause 9.2 or as otherwise expressly provided for in this Agreement or by law, the Subscriber shall pay to Bluebell Telecom an early termination charge. The early termination charge shall be calculated on the following basis:-

TC = (DoT x MLR) + ((45% x MCR) x DoT) + FH

Where:-

DoT = unexpired period of contract (in whole months)

MLR = monthly line rental

MCR = average monthly call revenue over the period of the Agreement up to the date of termination save in respect of termination arising pursuant to clause 9.6 in which case MCR = the average monthly call revenue over the period of the Agreement up to but not including the month(s) in which the utilisation of the Network Services and/or Network Access decreased by more than 30%.

TC = early termination charge

FH = the full retail cost of any equipment which has been provided by Bluebell Telecom to the Subscriber without charge to induce the Subscriber to enter into or remain in this Agreement, including, without limitation, free or discounted installation or migration of any telephone or data lines, or digital systems or telephone hardware systems or maintenance. Such early termination charge shall be due immediately on early termination of this Agreement.

11.1 Bluebell Telecom may, but the Subscriber shall not (without the prior written consent of Bluebell Telecom such consent not to be unreasonably withheld or delayed), assign or delegate or otherwise deal with all or any of its rights or obligations under this Agreement.

11.2 This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either party, whether oral or written. This Agreement may be modified upon Bluebell Telecom giving to the Subscriber not less than 30 days' prior written notice thereof.

11.3 Failure by either party to exercise or enforce any right conferred to in this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

11.4 By signing the Order Form the Subscriber thereby agrees to the total exclusion of all its terms and conditions of business at any time from this Agreement.

11.5 Any notice, invoice or other document which may be given by either party under this Agreement shall be in writing (except as provided otherwise) and shall be deemed to have been duly given if addressed to the party to which it is to be given and if left at or delivered by pre-paid mail, telex or facsimile (provided that such facsimile is then confirmed by pre-paid mail) to that party's address as shown on the Order Form or in either case at such other address as has been notified by the relevant party to the other.

11.6 This Agreement shall be governed by and construed and interpreted in accordance with English law and the parties hereby submit to the jurisdiction of the English courts.

11.7 Any director or representative of a limited company who signs on behalf of the Subscriber will be deemed an authorised signatory and thereby guarantee the Subscriber's acceptance of its obligations under this Agreement.
11.8 Pursuant to the Contracts (Rights of Third Parties) Act 1999, the parties agree that no term of this Agreement may be enforced by any person who is not a party to this Agreement.