Cytelbusiness

1. Service

Service – In this Agreement Service means Cytelbusiness. Cytelbusiness is Cytel UK’s service trademark for “Carrier Pre-Selection” to business customers as defined by UK Telecommunication Industry. CytelUK Telecom Ltd is a Company organised and existing under the laws of England, having a registered address at 12 Gateway Mews, London, N11 2UT

With Cytelbusiness the Customer’s calls are automatically routed to the network of CytelUK. Cytelbusiness includes telephony services to fixed and mobile numbers within the UK and to international destinations. The Service includes voice calls only and it is distinguished in two packages: Cytelbusiness.plus with capped rates and Cytelbusiness with per minute rates

1.1.1 BT means British Telecommunications Plc, Carrier Pre-Selection or CPS Service or Cytelbusiness means the carrier pre-selection service as Cytel UK may agree to provide to the Customer.

1.1.2. Following the checking of the application , Cytel UK will request BT to proceed with all necessary actions so as to forward and execute the Carrier Pre selection request in cooperation with the Carrier Pre Selection Provider.

1.1.3. The Service is only available to Customers who have an existing BT Business telephone line. The Customer accepts that by receiving the Service certain BT phone services may no longer be available. The Customer warrants that the information provided by the Customer in respect of the Service is true and accurate.

1.1.4. Should any obligatory element be found not to be correct or duly completed or corresponding with the information held by the Carrier Pre selection Provider, then CytelUK has the right to reject the application.

1.1.5. CytelUK reserves the right to request from the Customer any additional information, which is not provided in the application.

1.1.6. In case BT receives more than one application for Carrier pre selection on the same number bearing the same signature and date, then all applications shall be rejected and the Customer shall be notified by BT as to the rejection.

1.2. The Customer may cancel the Service within 14 days of their order at no charge. If the Customer wishes to cancel during this time, the Customer is required to notify BT in writing. The above right to withdraw cannot be exercised after 14 days. After the 14 day period the Customer’s number is switched to CytelUK.

1.2.1. If an application for cancellation is received after the expiration of the specified business days from the date of the submission of the application, the Customer is required to pay a cancellation fee at such rate that is current at that time.

1.2.2. The Customer is responsible for keeping CytelUK updated of any change in personal information held by CytelUK.

1.2.3. The Service is subject to availability and may be withdrawn at any time .

1.2.4. Customer will not supply or resell or otherwise make Cytelbusiness available to any person on a commercial or any other basis.

1.2.5. CytelUK shall be entitled to sub-contract or appoint agents to carry out all or any of its obligations under the Agreement.

2. Duration

2.1 This Agreement shall come into full force and effect from the date of acceptance by CytelUK. The Agreement may be terminated by either party on prior written notice in accordance with the terms of this Agreement.

3. Payment

3.1 The prices for the service shall be stated in Cytelbusiness tariff sheet as current from time to time. All prices exclude VAT and are correct at the time of publishing Calls are charged per second, per call or a combination of the two. In the case of Cytelbusiness.plus a 2p set-up fee applies on each capped call to UK landlines and a 7p set-up fee applies on each capped call to UK & Cyprus mobiles. For capped calls to Cyprus landlines, a 3p setup fee applies Additionally, pence per minute rates apply after 60 minutes on each call. The Customer shall be invoiced monthly by CytelUK for all charges under this Agreement incurred in the preceding month. Payment terms for direct debit and automatic payment from the Customer’s credit card are 14 days from the date of invoice. The time of payment for all sums due to CytelUK shall be of essence .

3.2 Rates displayed in advertisements, promotional literature, tariff sheets are shown in pence per minute or in pence per call.

3.3 The Customer using Carrier pre selection service is still obliged to settle the bill issued by BT, according to the terms and obligations of the contract for the provision of the telephone service.

3.4 The calls initiated through the Carrier Pre selection service will not be appearing in BT’s bills.

3.5 In case the customer has the service, for which Carrier Pre Selection is requested, disconnected, prior to the present application for carrier pre selection, then the application shall be rejected. In such a case the Customer may be required to pay a cancellation fee.

3.6 CytelUK reserves the right to charge interest on all outstanding amounts owed to Cytelbusiness talk and not paid in accordance with this Agreement. Until payment in full is received by CytelUK interest will be charged at the rate of 4% above the Financial Institutions average base rate for the time being per month. Interest shall accrue notwithstanding termination of this Agreement for whatever reason. The Customer shall also pay all legal fees on a full indemnity basis and other costs of collection of overdue amounts, if any.

3.7 All sums due to CytelUK shall be paid in full by the Customer without any set-off or counterclaim.

3.8 The Customer is liable for all charges arising out of the use of the Services whether such use is authorised by the Customer or not.

3.9 All charges payable under this Agreement shall be calculated by reference to data recorded or logged by CytelUK and not by reference to data recorded or logged by the Customer.

4. Personal Data

4.1 By accepting the terms and conditions the Customer consents to and accepts that the Carrier Pre Selection Provider keeps and processes an archive (electronic or otherwise) containing the personal data of the Customer.

4.2 The personal data of the Customer provided in this application cannot be used without the Customer’s consent for any reason other than for Carrier pre selection purposes. Such information is stored and processed by CytelUK for the sole purpose of Carrier pre selection.

4.3 The Personal Data of the Customer may be forwarded by CytelUK to any partner that cooperates with for the provision of this service, for the whole purpose of implementing and providing the service to the end users. The partners can only process the Personal Data according to the instruction CytelUK gives them.

5. Use of Service

5.1 The Customer undertakes to use the Service in accordance with such conditions as may be notified in writing to the Customer by Cytelbusiness from time to time In the case of Cytelbusiness.plus, per minute charges apply after 60 minutes on each capped call. No minimum charge applies on capped calls. Pence per minute rates apply once the total number of capped calls from any one line to a single number exceeds an average of four hours per day in any calendar month.

5.2 The Customer undertakes not to use the Service:

5.2.1 As a means of communication for a purpose other than that for which the Service is provided or as may be set out from time to time in Cytelbusiness Service literature. CytelUK reserves the right to withdraw this service, where customer’s usage is not compatible with what is reasonably expected.

5.2.2 For the transmission of any material which is or is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character.

5.2.3 In a manner which constitutes a violation or infringement of the rights of any other party.

5.3 The Customer shall indemnify Cytelbusiness against all liabilities, claims, damages, losses and expenses arising from or in any way connected with any use prescribed in this Condition.

5.4 The Customer is responsible for keeping Cytelbusiness updated of any change in personal information held by Cytelbusiness or any of its partners.

6. Promotions

6.1 CytelUK may from time to time advise the Customer of details of promotions. Such promotions may make available to the Customer discounted rates and/or preferential terms and/or special offers applicable to the Service.

6.2 Any such promotion will be available subject to such terms and conditions as CytelUK notify to Customer in writing.

6.3 CytelUK may offer any promotion selectively and at its complete discretion.

6.4 CytelUK may withdraw or alter any promotion if it wishes on giving reasonable notice if appropriate.

7. Privacy Policy

7.1 In the case of any Customer who is an individual about whom Cytelbusiness processes personal data (as defined in the Data Protection Act 1998), the following shall apply.

7.1.1 In the same circumstances, Cytelbusiness may search the files of credit reference agencies, who may keep a record of the search and the Customer authorises Cytelbusiness to do so.

7.1.2 Information about the Customer’s debts owed to Cytelbusiness may be disclosed to credit reference agencies where: the Customer has fallen behind with its payments; the amount owed is not in dispute; the Customer has not made proposals satisfactory to Cytelbusiness for repayment of its debt following formal demand; and the Customer has been given at least 28 days’ notice of its intention to disclose.

7.1.3 Cytelbusiness may process customer information with the Service for the prevention or detection of fraud, and to deal with customer enquiries.

7.1.4 Cytelbusiness may share Customer’s personal information with other companies. For example, Cytelbusiness may use specialist companies to conduct market research on its behalf to see how Cytelbusiness can improve the services it offers. However, those companies can only process this information according to the instructions Cytelbusiness gives them.

7.2 By entering into this Agreement, the Customer expressly agrees to the use of personal data for the purposes described in sub-clauses 7.1.1 to 7.1.4.

7.3 To help improve Cytelbusiness service and in the interests of security it may monitor and/or record the Customer’s telephone calls with it.

8. Availability

8.1 CytelUK will use all reasonable endeavours to ensure that the Service is available for use by the Customer in accordance with the standards set by CytelUK.

8.2 CytelUK shall use all reasonable endeavours to correct as soon as it reasonably practicable any fault notified by the Customer.

8.3 A fault shall be deemed to have commenced upon its notification to CytelUK.

8.4 The Customer shall pay all reasonable costs incurred by CytelUK in investigating and remedying any fault which is attributable to (i) negligence, act, omission, breach, or fault of the Customer, or (ii) the failure or malfunction of Customer Equipment

9. Liability

9.1 Nothing in this Agreement shall exclude or restrict CytelUK’s liability for death or personal injury resulting from the negligence of CytelUK or its employees while acting in the course of their employment.

9.2 Subject to Condition 9.3 CytelUK shall be liable for damage to the property of the Customer caused by any negligent act or omission of CytelUK or its employees provided that such liability of CytelUK in contract, tort or otherwise, including negligence, howsoever arising out of or in connection with the performance of CytelUK’s obligations under this Agreement shall be limited to £20,000 for any one incident or £50,000 for any series of incidents arising from a common cause in any twelve month period.

9.3 CytelUK shall not be liable to the Customer in contract, tort or otherwise, including negligence, for any corruption or destruction of data, loss of revenue, business, goodwill, anticipated savings, profit or for any financial loss whatsoever or for any indirect or consequential loss howsoever arising even if advised of the possibility of such loss or damage arising.

9.4 In the event that CytelUK fails, for any reason, to provide the Service, CytelUK shall not be liable to the Customer for any charges incurred by the Customer should the Customer divert their telephone calls to another carrier.

9.5 The provisions of this Condition 9 shall continue to apply notwithstanding termination of this Agreement.

9.6 The Customer shall be liable for all charges and fees arising from use of the Services whether authorised or unauthorised unless such unauthorised use is wholly attributable to an act or omission of CytelUK.

9.7 CytelUK shall not be liable for any loss, damage or inconvenience suffered by the Customer as a result of any suspension made save where the suspension made is solely and directly attributable to the negligence of CytelUK.

10. Termination

10.1 Without prejudice to their rights under this Agreement CytelUK and the Customer shall have the right to terminate this Agreement forthwith in the event that.

10.1.1 The other party is in default in its performance or observance of any of its obligations under this Agreement and in the case of a remediable breach, fails to remedy the breach with a reasonable time specified by the non-defaulting party in its written notice to do so:

10.1.2 An interim order is applied for or made or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the other party, or if a receiver or trustee in bankruptcy is appointed of the other party’s estate or a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed or any of the other party’s assets or undertaking or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation) or if any circumstances arise which entitle the court or creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order, or

10.1.3 Either party serves not less than 30 days written notice of termination upon the order.

10.2 Without prejudice to its other rights, CytelUK may disconnect, suspend the Service, and or terminate this Agreement by notice in writing to the Customer in the event that:

10.2.1 The Customer fails to make any payment when it becomes due to CytelUK or

10.2.2 If Cytelbusiness ceased to adhere to General Conditions.

10.2.3 The Customer does not use the Service for 6 consecutive months.

10.2.4 CytelUK is obliged to comply with an order instruction or request of government, an emergency service organisation or other competent authority.

10.2.5 The Customer is suspected, in CytelUK’s reasonable opinion, of involvement with fraud or attempted fraud or acts which are defamatory, offensive, blasphemous, abusive, obscene or menacing character in connection with use of the Service.

10.2.6 CytelUK needs to carry out emergency works to the Service or its network.

10.2.7 CytelUK shall be entitled to recover from the Customer all costs, losses and expenses incurred by CytelUK, including but not limited to the cost or removing provision of the Service from the Customer’s premises.

11. Assignment

This Agreement may not be assigned in whole, or in part, by the Customer without the prior written consent of Cytelbusiness such consent not to be unreasonably withheld. Cytelbusiness may assign this Agreement at any time.

12. Ownership Rights

The ownership rights relating to the Service(s) including all patents, trademarks, copyright and rights of like nature in any material supplied under this Agreement or relating to the Service shall remain the sole property of Cytelbusiness, and without limitation to the forgoing, the Customer shall not be entitled to use the name, trademarks, trade names or other proprietary identifying mark or symbols of Cytelbusiness without Cytelbusiness prior written consent.

13. Force Majeure

Neither party shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control.

14. Notices

14.1 Any notice, invoice or other document which may be given by either party under this Agreement shall be deemed to have been given if left at or sent by post or facsimile transmission (confirming the same by post) to an address notified by the other party in writing as an address to which notices, invoices or other documents may be sent.

14.2 Cytelbusiness address for service of any notice here-under shall be such address as appears on the last invoice rendered to the Customer or such other address as may be prescribed by Cytelbusiness for that purpose.

14.3 The Customer may give notice of a material defect fault or impairment in the Service which causes an interruption in the provision of the Service (‘a Fault’) to Cytelbusiness by telephone on the number notified to the Customer from time to time, which notice shall be deemed to be given upon the allocation by Cytabusiness to the Customer of a fault report number.

15. Disputes

15.1 If the Customer wishes to dispute any invoice or part of an invoice falling due in accordance with Condition 3 the Customer shall, within thirty (30) days after receipt of the invoice, deliver a notice in writing to Cytelbusiness setting out the nature of his dispute, otherwise the invoice is deemed accepted. Such notice shall in particular contain the following information: date and number of disputed invoice, amount in dispute, reason for dispute and any supporting documentation as appropriate.

15.2 All claims for un-connected call credits must be made within 30 days after receipt of the relevant invoice. Customer shall not be entitled to un-connected call credit if such credit is less then £5.00.

15.3 The parties shall use all reasonable endeavours to resolve payment disputes as promptly as is reasonably practicable. For the avoidance of doubt, nothing shall in any way release the Customer from any of his obligations to pay invoices in accordance with Condition 3 of this Agreement.

16. New Terms and Conditions

CytelUK reserves the right to make changes to these terms and conditions from time to time. New versions of the CytelUK terms and conditions will be displayed on the CytelUK web site at www.cyteluk.com and can be requested by writing to or phoning or Customer Service Department.

17. Entire Agreement

17.1 This Agreement is the entire agreement between Cytelbusiness and the Customer in relation to the subject matter contained in it.

17.2 If any provision of this Agreement is held by a court or governmental agency or authority to be invalid, void or unenforceable, the remainder of this Agreement shall nevertheless remain legal, valid, and enforceable.

18. No Waiver

Failure or delay by either party to exercise or enforce any right conferred by 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.

19. Third parties

The rights and obligations set out in this Agreement shall be solely for the benefit of, and shall be enforceable only, by the parties hereto and their respective successors and permitted assigns. A person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties Act 1999) to enforce any terms or conditions of this Agreement, but this does not affect any right of a third part which exists or is available apart from that Act.

20. Governing Law

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