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Terms of Service DEFINITION In this Agreement the following terms and phrases shall have the following meanings: 'Contract' shall mean the Service Order form, this Agreement and any other annexes thereto. 'Service' shall mean the specific telecommunications service, namely premium rate numbers, supplied by the Company to the Customer, as the same is more particularly described in the relevant Service Order form. 'Company' shall mean Cheers International Limited or any of its Group Companies. 'Group Company' shall mean any company which for the time being is a holding company of the Company or a subsidiary of the Company (both as defined by section 736 of the Companies Act 1985) or a subsidiary of a holding company (as defined). The Contracts (Rights of Third Parties) Act 1999 applies to this agreement so as to confer rights on Group Companies 'Customer' shall mean any person, firm or company receiving a quotation from and/or placing an order for the provision of Service with the Company. PROVISION OF USAGE This Contract sets out the terms and conditions that we, the Company, have agreed in order for you, the Customer, to run your own line in return for financial remuneration. RATES AND PAYMENT The Company agrees to pay the Customer a sum of seventy pence (£0.70) from the £1.50 caller's charge for calls to mobile phones in the United Kingdom. The company agrees to pay the customer a sum of seventy pence (£0.70) from the £1.50 caller's charge for calls to residential landlines in the United Kingdom. These rates are subject to changing market conditions, and it is the Customer's responsibility to make themselves aware of the current rates. Payment shall be made forty (40) days from the end of the first month. This is to allow us some time to collect all monies due from other telecommunication companies and to provide a period to prevent clawback. Payment will not be issued for amount under £30 and will automatically be rolled over until total earnings exceed £30. Additional charges may also be levied by the Company in the following circumstances brought about by Customer's request: change of target destination number for any number; a number ported to any other telecommunications network operator; change of service provider upon termination of this Contract in respect of any number; and transfer of any number to another subscriber. Any monies owing to the Company shall be deducted from any income before payment. The Company reserves the right to alter the numbers allocated on reasonable notice in order to comply with the UK Numbering Plan or to avoid a breach of the terms of any conditions, licence, order or guidance issued by a competent administrative or regulatory authority. OBLIGATIONS OF THE CUSTOMER The Customer must also abide by the Phonepayplus (ICSTIS) Code and take particular care when they are unavailable to provide the service. The line or lines cannot be unplugged and callers must hear the Customer's own short message informing them when the service is available. The Customer has sufficient financial and other resources necessary to discharge obligations under the Phonepayplus (ICSTIS) Code, including an adequate refund mechanism and suitable customer services. The Customer must supply their SPN (PhonepayPlus Service Provider Registration No.) along with a copy of the registration form lodged as well as the PhonepayPlus acknowledgement of receipt, and if the service requires it, a copy of the PhonepayPlus Permission Certificate. Failure to supply these documents in hard copy from 30 days of the date of this contract may result in the service and this contract being terminated, and all revenue withheld. The Customer shall be responsible for the content, quality and delivery of the services offered, and for ensuring that these services comply with the Act, Contract and Code of Practice (or such successor versions as my from time to time be issued) and any directions that are made by Phonepayplus (ICSTIS) in accordance with it. The Company may recover from the Customer all fines, claims or administrative expenses charged by Phonepayplus (ICSTIS) (or any other regulatory body approved by the Director General of Telecommunications), resulting from a breach of the Code. Pursuant to Section 1 of the Contracts (Rights of Third Parties) Act 1999, Phonepayplus (ICSTIS) may directly enforce the term(s) that are included within the contract pursuant to paragraph 4.2 above. The Customer must bring the Code to the notice of any information providers, with whom they contract in respect of the provision of premium rate services. The Customer is responsible for ensuring that no third party intellectual property right is infringed by its choice of telephone number for a particular service and indemnifies the Company against all costs and liabilities arising out of a breach or allegation of a breach of any such third party's intellectual property rights. The Customer shall not purport to act on behalf of or represent itself as acting on behalf of the Company and seek to resell the Services to other customers of the Company. The Customer acknowledges: that any and all patents, registered and unregistered designs, copyrights, trademarks and all other intellectual property rights whatsoever and wheresoever enforceable, which are used in connection with the Service shall remain the sole property of the Company; and without limitation to the foregoing, that the Customer shall not be entitled to use the name, trademarks, trade names or other proprietary identifying marks or symbols of the Company without the Company's prior written consent. The Customer shall give the Company at least one (1) week prior notice before using any number which is not used immediately from the Acceptance Date. The Company may withdraw any number from the Customer on thirty (30) days written notice if such number is not used within three (3) months from the date of the Service Order. OBLIGATIONS OF THE COMPANY The Company may from time to time handle and resolve queries and disputes with end users on behalf of the Customer, at the request of the Customer or if the Company deems it to be necessary, but for avoidance of doubt this does not transfer responsibilities of the service provider as defined by the Phonepayplus (ICSTIS) Code of Practice for Premium Rate Services on to the Company and all ICSTIS obligations for a service provider remains with the Customer. Any compensation paid to end users on behalf of the Customer shall be refunded to the Company by the Customer or deducted from the Customer's revenue share. The Company gives no warranty that its network or services shall be continuous, or shall be free from faults. The Company will use reasonable endeavours to provide the Service but the Company shall not be liable for any failure resulting from factors outside its control such as industrial action, default or failure of third party, or environmental factors. In particular the Company is not responsible for the operation or performance of any Third Party Network. The Company may without liability, prior warning or consent of the Customer, suspend the service, in the event that it wishes to carry out maintenance, upgrade works, or back-ups. The Company will take steps to keep any consequent disruption to the service to a reasonable minimum. ASSIGNMENT The Customer shall not assign the rights and obligations of this Contract to any other party without express permission in writing by the Company. The Company may assign the rights and obligations of this Agreement to a third party without the prior consent of the Customer. INDEMNITY The Company will not be held liable for any liability or loss of earnings however caused directly, or indirectly or consequential of the service(s) being suspended or breakdown. Neither can the Company be held responsible for any liabilities or proceeding claims and demands arising directly or indirectly out of the operation of a premium rate service(s) by the Customer or in respect of any advertisement promoting the service(s). The Company shall not be liable for any failure to perform or delay in the performance of any of their obligations where such failure or delay is due wholly or partly to causes beyond their reasonable control including (but without limitation) fire, flood, storm, drought, lightning, disruption to power supplies, explosion, accident, war, strike, embargo, governmental requirement, civil or military authority, Act of God, inability to secure materials or services, industrial disputes, damage to or loss of equipment and acts or omissions of other providers of telecommunications services. Without any prejudice to any other indemnity referred to in this or the Contract, the Customer agrees to indemnify the Company and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, including any made by a third party, arising out of the Customer's or end user's use of the service and all costs relating thereto. The Customer agrees not to hold the Company and its parent, subsidiaries, affiliates, officers and employees responsible for any direct or indirect damage resulting from the use of the Company software or services, in particular, but not limited; to use or impossibility to use the Service, confidence in information obtained, errors and omissions, defects, viruses, delay in transmission, interruption of service or loss of data. TERMINATION The Company reserves the right to terminate a Customer's contract and service resulting in the retraction of the premium number, should the Customer fail to promote the Service and generate any revenue. This shall be at the sole discretion of the Company upon consultation with the Customer. If a service fails to generate any income within four (4) consecutive months then it shall be terminated unless prior consent has been given by the Company. The Company reserves the right to terminate any agreement with the Customer who, in the sole opinion of the Company or any other third party, such as Phonepayplus (ICSTIS) or OFCOM, has breached any of the terms and conditions, or failed to abide by the relevant codes. The Customer can terminate a service by giving thirty (30) days notice in writing. This notice can be given via fax but a receipt shall be asked for. NO PARTNERSHIP Nothing in this Contract shall create, or deemed to create, a partnership, joint venture or the relationship of employer and employee or except to the extent set out in this agreement. The Customer also understands that any legal responsibilities including but not limited to Income Tax, VAT and National Insurance are their own responsibility. CONFIDENTIALITY The Customer shall only disclose the following confidential information to a third party with the prior written consent of the Company: all information (in whatever format) designated as such by the Company together with all such other information which relates to the business, affairs, networks, customers, products, developments, trade secrets, know-how and personnel of the Company. NOTICES Any notice required or authorised to be given under this Contract shall be delivered by prepaid registered post or by facsimile transmission (confirmation receipt will be asked for) to the address stated for that Party above and shall be deemed to have been served forty eight 48 hours after such posting or such transmission. GOVERNING LAW This Contract shall be governed by and construed in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the English Courts.