By placing an order for a dmNumber product, service or option, you agree to the following:
1 Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
means the details of the Client that are required and held by the Provider to facilitate the provision of the Service to the Client including, but not limited to, identification and location details, payment details, username and password, and details of the Service provided to the Client;
means a day (that is not a Saturday or Sunday) on which banks are open for business in the UK;
means the information stored on our systems by the Client and refers to all types of data including, but not limited to, divert destination numbers and configuration settings;
means the sum payable by the Client to the Provider in order to receive the Provider’s Service;
|"Service Plan"||means one of the call-handling service plans as described on the Provider's website;|
|"Price Plan"||means one of the many tariff options as described on the Provider's website;|
|"dmNumber Package"||means dmNumber telephone number(s) configured under a particular Service Plan and Price Plan and any Options selected by the Client;|
means an order placed by the Client with the Provider for the provision of the Service which shall contain details of the Client’s chosen dmNumber Package;
|"Options"||means optional enhancements or extra features as specified on the Provider's website which the Client can add to their Order;|
means the collective components of the Provider's dmNumber non-geographic and geographic telephone number products and services which includes, but is not limited to, the provision of telephonic connectivity to the number, the number itself and any call-handling facilities as specified on the Provider's website corresponding to the Client's choice of Service Plan and Price Plan, and can refer either to those components as a whole or to specific parts as the context may require;
|"Provider", "we", "us", "our"||means Cymru 1 Limited and Digital Mail Limited both jointly and separately;|
|"Client", "you", "your"||means the individual, company or other legal entity wishing to use the services provided by us;|
|"Minimum Period of Service Provision"||means the minimum term of your contract and is also the period of time for which you must pay rental in advance when you signup or renew your dmNumber Package;|
|"Client's account"||means your financial account with us, through which you make payments for your Service and where you may add funds to pay for services that are not included in any monthly rental fees, and your database records, where data such as your name, address and contact telephone number are stored along with configuration details and information on your dmNumber Packages;|
|"dmNumber"||means a geographic or non-geographic telephone number provided as part of the Service|
1.1 The clause headings used in this Agreement are used for convenience only and are not intended to affect the meaning or interpretation of the terms of this Agreement.
The Service provided shall be a dmNumber configured to use a Service Plan and Price Plan as specified on the Provider's website, along with any Options requested by the Client.
2.1 Once the Client’s Order has been placed and processed the Provider will use its best endeavours to commence provision of the Service as soon as reasonably possible and will inform the Client, normally by email, of the progress of the Client's order.
2.3 The Provider is under no obligation to provide any Service that is not set out in the Client’s Order and specified in the relevant dmNumber Package and Options unless the Provider and Client enter into a new written Agreement for the provision of additional services.
2.3 The Provider may, in its sole discretion, alter, improve or otherwise modify the Service. Where such changes significantly alter the provision of the Service to the Client or result in the removal of any features or services that form part of the dmNumber package, the Client will be notified no later than 30 Business Days in advance of any planned changes and will receive full documentation of any action required on their part.
2.4 Notwithstanding the provisions of sub-clause 2.3 the Provider may take any action necessary to address or repair faults without any prior notice to the Client. If such faults or remedial action results in an interruption to the provision of the Service the Client will be notified in accordance with the provisions of clause 3 of this Agreement.
2.5 The dmNumber provided as part of the Service shall remain the property of the Provider at all times.
3 Availability of Service
3.1 The Provider will use its best and reasonable endeavours to ensure that the Service is provided to the Client on a constant, uninterrupted basis throughout the Term of this Agreement.
3.2 Notwithstanding sub-clause 3.1, the Provider shall not be liable for any interruptions to the Service, however caused.
3.3 When a fault that significantly affects more than one Client is detected, information on the fault along with details of steps being taken to resolve it (if available) and an estimated time to the resolution of the fault (if available) will be displayed in the status section of the Client's online dmNumber control panel.
4 Fees and Payment
4.1 Fees for the dmNumber Packages and Options offered by the Provider are published on the Provider’s website. All charges payable by the Client shall be in accordance with the information published.
4.2 The Client is required to pay all fees due in advance for a period that is equal to the Minimum Period of Service Provision for the Client's choice of dmNumber Package.
4.2.1 If a dmNumber Package is due for renewal and the Client has not paid the required fees to do so then, at the Provider's sole discretion, if sufficient credit is available in the Client's account to cover one or more months of Service then this will be used to renew the dmNumber package for the appropriate number of months.
4.3 The Minimum Period of Service Provision differs for each dmNumber Package and is published on the Provider's website.
4.4 The Provider may at any time change the price of its dmNumber Packages. Excluding changes in the cost of diverting calls and/or the rate of any revenue generation where changes may occur at any time, such price changes will not apply to the Client until the current Minimum period of Service Provision has ended unless;
4.4.1 The Client changes or modifies their dmNumber Package(s) before the Minimum Period of Service Provision ends or;
4.4.2 The Client adds a new dmNumber Package to their account, in which case the new dmNumber Package will be charged at the new prices, or;
4.4.3 Changes imposed on the Provider by a regulatory body or a change in law requires the Provider to impose price changes on the Client immediately.
4.5 The Client may, at any time, change their dmNumber Package and Options while not changing their dmNumber. If the Client chooses to do so:
4.5.1 Additional Fees may be payable by the Client to the Provider if the price of the new dmNumber Package at the time the change is requested is higher than that of the original dmNumber Package.
4.5.2 At its sole discretion, the Provider may add credit to the Client's dmNumber account if the price of the new dmNumber Package at the time of the change is lower than the original dmNumber package, with such credit being an appropriate pro-rata amount.
4.6 Where the Client's dmNumber Package allows for revenue to be generated, the amount of revenue generated will be displayed in the Client's online control panel. This revenue can be converted into a credit, as follows;
4.6.1 Revenue of £5 or more can be converted into a credit that will be paid into the Client's account which can subsequently be used to pay for dmNumber Package renewals or diversions to non-free destinations.
4.6.2 Revenue of £20 or more can be paid to the Client by cheque on the request of the Client.
4.6.3 Payments or credits for any revenue generated, once requested, will normally be made to the Client within 60 days or less but additional payment delays may apply to certain number types if required by law or by regulatory requirement.
4.7 Volume Discounts, if available, are calculated on the basis of incoming call volume per dmNumber.
5 Changes to this Agreement
5.1 The Provider reserves the right to change the terms of this Agreement and all other terms and conditions and policies which may affect Clients in order to comply with changes in the law or other appropriate regulations.
5.2 The Client will be informed of any such changes, normally be email or by an announcement in the appropriate area of the Client's dmNumber control panel, and shall be deemed to be bound by them one calendar month after receiving the notice.
5.3 If the Client does not agree to be bound by the changes they may terminate this Agreement in accordance with Clause 12.
6 Client Undertakings and Obligations
6.1 The Client may not use the Service for any unlawful or otherwise inappropriate or immoral purposes. This includes, but is not limited to:
6.1.1 Distribution of obscene or illegal material including that which is pornographic, abusive, threatening, malicious, harassing, fraudulent, defamatory or that which encourages criminal activities.
6.1.2 The commission of fraudulent activities
6.2 The Client must ensure that any and all activity conducted through the Client’s dmNumber Package in relation to the collection of personal information complies with the provisions of the Data Protection Act 1998 or its successors.
6.3 The Client must ensure that any and all activity conducted through the Client’s dmNumber Package in relation to selling complies with the provisions of the Distance Selling Regulations 2000 or its successors.
6.4 The Client will use its best and reasonable endeavours to supply all information required to facilitate the provision of the Service to the Provider in a timely fashion.
6.5. The Client will use its dmNumber Package in accordance with any specific legal requirements or regulations that may apply to the dmNumber type. This includes but is not limited to:
6.5.1 Complying with the guidelines and regulations as specified by PhonePayPlus (or any entity with similar regulatory powers)
6.6 It is the Client's responsibility to keep up to date with any new or changed legal requirements or regulations that might apply to its dmNumber.
6.7 The Client accepts that if they breach any of the terms of this Agreement their dmNumber and/or dmNumber Package may be suspended or terminated without refund.
6.8 It is the Client's responsibility to ensure that their dmNumber account has sufficient credit to function correctly. This includes but is not limited to;
6.8.1 Having sufficient credit to divert incoming calls to the divert destination(s) configured by the Client.
6.9 It is the Client's responsibility to keep track of when the rental period they have paid for in advance will end and to pay in advance for an additional period in good time. Failure to do so will result in the Client's dmNumbers being returned to the general pool of numbers available for other Clients to choose from.
6.10 It is the Client's responsibility to inform the Provider of any changes in contact details, specifically including email address.
6.11 The Client understands that changes in regulations or in law may require us to make changes to the Service as a whole or to dmNumber Packages, Options or dmNumbers.
6.12 The Client understands that changes in regulations or in law may require us to withdraw certain Services, dmNumber Packages, Options or dmNumbers.
7 Intellectual Property and Proprietary Rights
7.1 The Client will not acquire ownership rights over any of the Provider’s Intellectual Property in or in relation to the Service or in relation to any other property owned by the Provider.
7.2 The Client agrees to fully indemnify the Provider against all costs, expenses, liabilities, losses, damages, claims and judgments that the Provider may incur or be subject to as a result of the infringement of any Intellectual Property owned by third parties arising from the Client’s failure to obtain the necessary rights and permissions from third parties.
8.1 Subject to Clause 3 and sub-clauses 8.2 and 8.3 the Provider, its directors, employees, officers and other representatives, subcontractors and suppliers shall not be liable to the Client or to third parties for:
8.1.1 Any losses resulting from interruptions or downtime to the Service, or from the withdrawal of the Service in part or in whole;
8.1.2 Any inability, on the part of the Client, to use the Service;
8.1.3 Any damage or loss resulting from the Client's inability to use the Service resulting from the suspension or termination of the Service;
8.1.4 Any damage or loss resulting from loss of data, or loss of access to data, resulting from the Client's inability to access the Service, however caused.
8.1.6 Any other loss or damage arising out of or in connection with the use of any dmNumber Package or Options. This is a comprehensive limitation of liability that applies to all losses or damages of any kind, including (without limitation) direct, indirect compensatory or consequential damages, loss of data, loss of income or profit, loss of or damage to property and claims of third parties.
8.2 Nothing in this Clause shall exclude the liability of the Provider for death or personal injury resulting from the Provider’s negligence or that of its employees or agents.
8.3 Nothing in this Clause or in this Agreement shall exclude the liability of the Provider for fraudulent misrepresentation.
9 Warranty Disclaimer
Subject to the provisions of this Agreement, the Provider gives no warranty, express or implied, in connection with the Service as to fitness for purpose, quality, non-infringement or merchantability.
10.1 The Client will fully indemnify the Provider against all costs, expenses, liabilities, losses, damages and judgments that the Provider may incur or be subject to as a result of any of the following:
10.1.1 The Client’s misuse of the Service;
10.1.2 The Client’s breach of this Agreement;
10.1.3 The Client’s negligence or other act of default;
10.1.4 The Activities of third parties conducted on the Client’s dmNumber Package.
11 Force Majeure
11.1 Neither the Provider nor the Client shall be liable for breaching this Agreement where that breach results from Force Majeure.
11.2 Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited to, acts of God; acts of war; national emergencies; governmental action; union action; civil unrest; fire; explosion; terrorism, flood and theft.
12 Term and Termination
12.1 The initial period of Service provision will commence on the date that the Client’s Order is processed. This term shall last for a period equal to the minimum period of Service Provision as specified for the dmNumber Package and published on the Provider's website, subject to the termination provisions below.
12.2 Subject to sub-clause 12.2.1, subsequent periods of Service Provision shall have a term equal to the Minimum Period of Service Provision as specified for the dmNumber Package and published on the Provider's website at the time that the new period commences, and shall follow on from a previous period, without interruption, subject to the fulfillment of the Client’s payment obligations under Clause 4 of this Agreement. All subsequent periods are subject to the termination provisions below.
12.2.1 If, at the time that a subsequent period of Service Provision begins, insufficient credit is available in the Client's account to pay for the full Minimum Period of Service Provision applicable then, at the Provider's sole discretion, if sufficient credit is available in the Client's account to cover one or more months of Service Provision then this credit will be used to pay for a subsequent period of Service whose term shall last for the number of months that the credit available can cover.
12.3 The Provider reserves the right to terminate this Agreement or to suspend the Service in the following circumstances:
12.3.1 If the Client fails to pay fees due under Clause 4 of this Agreement;
12.3.2 If the Client is in breach of the terms of this Agreement;
12.3.3 If the Client becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986;
12.3.4 If the Client is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; or
12.3.5 If the Client has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; or is the subject of a petition presented to a court for its winding up or for an administration order.
12.4 Notwithstanding Clause 13, the Client may request the termination of the Service and this Agreement by:
12.4.1 Written notice, 30 days in advance, supplying their name, address, dmNumber ids and password, or
12.4.2 By following the instructions provided online for deleting a dmNumber Package from your account
12.5 Where the client has requested termination under Clause 12.4, the issuing of refunds is at the sole discretion of the Provider.
13 Money Back Guarantee
13.1 The Client shall be entitled close their account with the Provider and receive a full refund of all the Fees paid for their dmNumber Package and Options, including additional credit subsequently added to the Client's account to pay for call diversions, under the following conditions;
13.1.1 The Client shall inform us of their wish to close their account and receive a refund under the money back guarantee within 14 days of placing their Order.
13.1.2 The Client must have paid for their dmNumber Package within 7 days of placing their Order.
13.1.3 The refunding of credit that has already been spent to pay for divert charges will be limited to a maximum of £5
13.1.4 The money back guarantee applies to dmNumber geographic and non-geographic telephone number packages only and excludes dmAnswers and dmProVoiceOver.
13.1.5 The money back guarantee applies to new dmNumbers only, and not to renewals of a Client's existing dmNumbers.
14.1 The Provider reserves the right to assign or otherwise transfer any rights or obligations under this Agreement.
14.2 The Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Provider.
In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way. The waiver by either party of any provision of this Agreement will not operate or be interpreted as a waiver of any other provision or a subsequent breach of any provision.
16 Free for Life Policy
16.1 Where a dmNumber Package is provided under the Provider's Free for Life Policy it will remain under the Client's control and have no monthly rental fee for the lifetime of the dmNumber Package, subject to the following conditions:
16.1.1 The dmNumber that forms part of the dmNumber Package must be used for a minimum of 10 seconds within 7 days of signup, and for at least 60 seconds per calendar month thereafter.
16.1.2 A minimum usage policy of 200 minutes per month applies when using 070 dmNumbers in dmSwitchboard mode (only). If this is not reached, at the Provider's discretion the Client may be asked to start paying monthly rental fee unless the Client switches to dmVoice or dmFax mode, or increases the usage on the Client's number.
16.1.3 Circumstances beyond the Provider's reasonable control and changes imposed by telecommunications operators and regulators may require the Provider to begin charging for the Client's number or to withdraw the number completely or to make other changes to the terms of the Free For Life policy.
16.1.4 The Client understands that the Provider may, at its sole discretion, completely withdraw a particular dmNumber Package or even the Service as a whole and that any such event will result in the end of the dmNumber Package's lifetime.
17 Order Acceptance and Contract Formation
17.1 Order acceptance and the completion of or the formation of the contract between the Client and the Provider will normally take place when the Client has lawfully paid for the Service in full as specified under Clause 4 and the dmNumber Package selected by the Client has been activated, unless we notify you that we do not accept your order or you have cancelled it. Non-acceptance of an order may be a result of, but not limited to, one of the following reasons:
17.1.1 The dmNumber Package you ordered being unavailable;
17.1.2 Our inability to obtain authorisation for your payment;
17.1.3 The identification of a pricing or product description error;
17.1.4 Our inability to verify your identity to our satisfaction;
17.1.5 Our inability to verify that you are lawfully entitled to make use of the particular credit or debit card used to pay for your Order.
18 Law and Jurisdiction
18.1 This Agreement is governed by the laws of England and Wales. Any dispute relating to this Agreement shall fall within that jurisdiction.
19 Number portability
19.1 dmNumbers are non-portable - The Client may not ask for a dmNumber to be re-assigned, moved or ported to any other telecommunications service provider.