Reseller Sign up

Please fill out all the fields below and click on 'Register' button.
User Account
Username :
Password :
Confirm Password :
Email :
Company Address
Company Name :
Address Line 1 :
Address Line 2 :
Postcode :
City/Town :
Contact Details
Contact Name :
Telephone :
Fax :
BACS Details for payouts
Bank Name :
Account Name :
Sort Code :
Account Number :
Terms & Conditions
Reseller agreement:	City Numbers Ltd AND Company Name Here DISTRIBUTION AGREEMENT FOR RESELLERS OF INDIRECTLY/DIRECTLY CONNECTED SERVICES The Business Partner Reseller Agreement (the “Agreement”) is made the xxx day of xxx (the “effective date”) between: (1) City Numbers Ltd a company with registered number 06136272 whose registered office is at 36 Warren House Walk, Sutton Coldfield, West Midlands, B76 1TS. (2) (Company Name Here) a partnership company operating from (Address Here) (The “Business Partner Reseller”) Now it is hereby agreed as follows: City Numbers Ltd hereby appoints the Business Partner Reseller as its non-exclusive representative in the United Kingdom, to promote the Services to Target Customers on and in accordance with the Terms and Conditions. AS WITNESS the hand of the duly authorised representative of each of the parties hereto. Signed for and on behalf of City Numbers Ltd }…………............................................. Print Name: Craig Busst Position: Managing Director Signed for and on behalf of }........................................................ Xxxxxxxx xxxx Print Name:xxxxx Position:xxxxx NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS 1.1 In this Agreement and the Recitals and Schedules hereto the following terms shall have the following meanings: "Activate" means to arrange for re supply by the Reseller of the Service to a Service Number and "Activated" and "Activation" have corresponding meanings; "Activated Service Number" means a telephone, facsimile or other service number that has been Activated; "Agent" means an agent appointed by the Reseller to promote the Service on behalf of the Reseller; "Associated Company" means, as appropriate, either City Numbers or the Reseller's ultimate holding company or any subsidiary thereof ("holding company" and "subsidiary" having the meanings as defined in Section 736 and 736A of the Companies Act 1985); "Business" means that part of the Reseller's business involving resupply of the Service to Reseller Customers; "Commencement Date" means a date to be agreed in writing between the parties, to be no later than 30 days after the Ready for Service date; "Deactivate" means to terminate resupply by the Reseller of the Service for an Activated Service Number and "Deactivated" and "Deactivation" have corresponding meanings; "Reseller Customer" means a customer of the Reseller who has successfully applied to the Reseller to be supplied with Service including customers introduced to the Reseller by Agents or Sub-Agents; "Reseller Customer means the service numbers of Reseller Details" Customers; "Initial Period" means the period commencing on the Commencement Date and expiring 9 months later; "City Numbers Ltd Customer" means a person who has been a customer of City Numbers Ltd for the Service within three months prior to becoming a Reseller Customer; "City Numbers Ltd Property" means any property provided by City Numbers Ltd to the Reseller at no cost for use in the Business, including but not limited to, promotional materials; "City Numbers Service Literature" means any relevant brochure, tariff schedule, customer guide, device, description or instructions as current from time to time published by or on behalf of City Numbers Ltd in connection with the provision of the Service, the terms of which shall be expressly incorporated into this Agreement; "City Numbers Standard Terms" means City Numbers Ltd standard terms and conditions for the provision of City Numbers Ltd indirectly connected services as set out in Schedule 1; "Ready for Service Date" means the date on which City Numbers Ltd is satisfied that all trials for resale of the Service and necessary improvements and developments have been successfully completed and that it is ready to launch the resale of the Service; "Service" means the City Numbers Ltd indirectly connected telecommunications service, as more particularly described in City Numbers Ltd Standard Terms and City Numbers Ltd Service Literature, and as modified or substituted from time to time; "Service Number" means any telephone, facsimile or other service number whether Activated or not; "Sub Agent" means a sub-agent appointed by an Agent to promote the Service on behalf of the Reseller; "Technical Manual" means the manual to be supplied to the Reseller by City Numbers Ltd on or before the Ready for Service Date setting out technical information and procedures for provision of the Service including ordering, fault reporting and billing enquiries, as varied from time to time; "Usage Charge" for the Service means the charge(s) payable by the Reseller in connection with the Service as set out in the Wholesale Tariff schedule; "Wholesale Tariff" means City Numbers Ltd tariff for resellers of the Service as notified to the Reseller from time to time. 1.2 Terms and expressions defined in City Numbers Ltd Standard Terms shall have the same meaning in this Agreement, unless the context requires otherwise. 1.3 The schedules to this Agreement form an integral part of the Agreement. 1.4 Words denoting the singular number include the plural number and vice versa, words denoting the masculine gender include the feminine gender and words denoting persons include companies. 2. APPOINTMENT AS RESELLER 2.1 City Numbers Ltd appoints the Reseller as its non-exclusive authorised Reseller for the Service and the Reseller accepts the appointment according to the terms and conditions of this Agreement. 2.2 The Reseller acknowledges that City Numbers: (a) may appoint other Resellers of the Service; and may compete with the Reseller and other Resellers appointed by City Numbers. 2.3 Neither the Reseller nor its Agents may include the name City Numbers Ltd or any City Numbers Ltd trade marks in any document published by or on behalf of the Reseller without City Numbers Ltd prior written consent. The Reseller and its Agents acknowledge that they have no right to use the name "City Numbers " or any other trade mark, brand name, logo or get-up associated with City Numbers Ltd or any of its Associated Companies save as provided in this Clause and must not purport to allow any third party to use any such rights or marks. 3. ORDERING PROCEDURE & SUPPLY OF SERVICE 3.1 Subject to the further terms of this Agreement, the Reseller may place orders for Service Numbers to be Activated from time to time. Any such order shall be deemed to be an order for the Service. Subject to Clause 3.2 below, City Numbers Ltd shall endeavour to process all orders for Service Number Activations. City Numbers Ltd may refuse to accept an order prior to Activation if: a) correct details for the Reseller Customer have not been given; b) the level of Activations at any time exceeds the forecasts agreed with the Reseller under Clause 11; c) it is technically not possible for City Numbers Ltd to Activate the Reseller Customer, for example because the Reseller Customers’s line is located on part of another operator’s network which is unable to provide access to the Service; or d) the Reseller is in breach of any of its obligations under this Agreement. 3.2 a) City Numbers Ltd shall advise the Reseller forthwith after Activation of the Service to a Service Number for a Reseller Customer and shall advise the Reseller of any Reseller Customer that cannot be Activated; b) Without prejudice to the generality of its right not to accept an order pursuant to Clause 3.1, City Numbers Ltd reserves the right not to Activate any Reseller Customer who is a customer of City Numbers Ltd or another Reseller until City Numbers Ltd has received confirmation from the Reseller Customer that he wishes to cancel his agreement with City Numbers Ltd or the other Reseller. 3.3 Where an order for an Activation is accepted pursuant to Clause 3.1 above, City Numbers Ltd will carry out all activation’s within 5 working days and will use all reasonable efforts to ensure that each activation is carried out within 3 working days of City Numbers Ltd acceptance of the order, subject to the receipt of the Reseller Customer Details in accordance with Clause 3.2 above. 3.4 The Service shall be provided on City Numbers Ltd Standard Terms, as varied by this Agreement. 4. APPLICATION OF CITY NUMBERS LTD STANDARD TERMS 4.1 For the avoidance of doubt: a) In City Numbers Ltd Standard Terms, references to "you" shall be construed as references to "the Reseller"; b) without prejudice to the generality of clause 4.2 below, the following terms shall have no application to the appointment of the Reseller or the provision of the Service: Clause: Section 1, Clause 24 - Arbitration Section 2, Clause A3 - Cancellation; 4.2 In the event of any conflict between the provisions of this Agreement and City Numbers Ltd Standard Terms (or any information contained in order forms referred to in clause 3.5 above) the provisions of this Agreement shall prevail, whether in relation to the appointment of the Reseller or the provision of the Service. 5. OBLIGATIONS OF CITY NUMBERS 5.1 City Numbers Ltd undertakes to the Reseller that it will: a) establish maintenance and support procedures and systems to allow the Reseller Customers to be provided with the Service and for the Reseller to bill Reseller Customers for the use of the Service; b) allocate to the Reseller such single access number or numbers or other identification or access codes as may be reasonably required by the Reseller to enable it to re-supply the Service, subject always to any numbering plan which may be adopted from time to time by City Numbers ; c) not change the access number or numbers or other identification or access codes without giving the Reseller not less than 6 months previous notice in writing; and d) provide a means by which Reseller Customers can confirm initial service availability. 5.2 City Numbers Ltd acknowledges that nothing in this Agreement precludes the Reseller from acquiring telecommunications services from third persons and re-supplying those services to Reseller Customers. 6. OBLIGATIONS OF THE RESELLER The Reseller undertakes to: (a) promote and provide Service in accordance with the terms and conditions of this Agreement; (b) re-supply the Service and conduct the Business in accordance with this Agreement; (c) not engage in misleading or deceptive conduct or otherwise contravene any law in the conduct of the Business; (d) in all its marketing and publicity material and in dealings with third parties present the Service under its own name and not represent that it is a Reseller of City Numbers Ltd or represent or pass-off that it is City Numbers, or is authorised to act on behalf of City Numbers, or use the City Numbers Ltd name save as provided in Clause 2.3; (e) comply with all laws, regulations, standards and codes concerning the Business and the marketing and sale of the Service, including without limitation the Data Protection Act 1984; (f) ensure that Agents appointed by the Reseller comply with the relevant provisions of this Agreement, including but not limited to clause 6 and 14; and (g) maintain such sales and distribution personnel and facilities so as to ensure the efficient and productive marketing of the Service; (h) not in any manner to pledge the credit of City Numbers Ltd nor to receive any money on behalf of City Numbers Ltd nor to make any contracts or commitments on behalf of City Numbers Ltd nor make any warranty or representation regarding the services other than consistent with those contained in City Numbers Ltd Service Literature or as otherwise authorised by City Numbers Ltd in writing; (i) market the Service with a form, manner and content consistent with City Numbers Ltd Service Literature and so as not to bring the Service into disrepute, such marketing to be carried out at the sole expense of the Reseller; (j) inform City Numbers Ltd immediately of any changes in the Reseller's organisation or methods of doing business which might affect the performance of the Reseller's obligations hereunder; (k) upon the termination of this Agreement return to City Numbers Ltd or dispose of as City Numbers Ltd shall direct (but at the cost of City Numbers) all samples, drawings, literature and other documents supplied by City Numbers Ltd all of which shall at all times remain the property of City Numbers ; (l) market the Service under its own trade name, trade mark or service mark and not that of any third party; (m) promptly to bring to the attention of City Numbers Ltd any improper or wrongful use of any trade mark, service mark or trade name or other industrial or intellectual property rights of City Numbers Ltd which may come to its notice and to assist City Numbers Ltd in taking all necessary steps to protect and defend such rights; (n) in relation to any grant of any right to use any trade name, trade mark or service mark or other intellectual property right of City Numbers , enter into such trade name, trade mark or service mark, user agreement or other instrument required by City Numbers , such agreement or other instrument to be co-terminus with this Agreement and upon termination of this Agreement to do and execute all such acts and documents that may be required by City Numbers Ltd for the purpose of cancellation of such agreement or instrument or the registration thereof; and (o) not refer directly or indirectly to City Numbers Ltd or services available from City Numbers Ltd in its marketing literature, in its dealings with the press or in trade literature or elsewhere except in terms previously approved by City Numbers Ltd either in writing or if orally, confirmed in writing. 7. ACTIVATIONS AND DEACTIVATIONS 7.1 Without prejudice to Clause 15 City Numbers Ltd may whenever it in its absolute discretion considers necessary or desirable in order to monitor or reduce the incidence of fraud, without notice: (a) refuse to Activate any Service Number for any Reseller Customer or for any potential Reseller Customer; (b) Deactivate any Service Number or any Activated Service Number; or (c) suspend part or all of any Service. 7.2 City Numbers Ltd will use its reasonable endeavours to notify the Reseller promptly of the details of any incident where City Numbers Ltd has relied on its rights under clause 7.1. The Reseller acknowledges and agrees that it shall be liable to pay the Usage Charges in accordance with Clause 9.1 whether or not the Services have been used by or with the authority of the Reseller or a Reseller Customer and irrespective of any fraud by the Reseller, Reseller Customers or any third party who uses or purports to use the Service. The parties shall work together to establish procedures to reduce fraud or the opportunity for fraud in relation to the Service. 7.3 If the Reseller notifies City Numbers Ltd that it wishes to Deactivate any Service Number that the reseller does not have portal access to for any Activated Service Numbers in connection with any reasonably suspected fraud, City Numbers Ltd shall use reasonable efforts to Deactivate that Service Number within one working day and notify the Reseller of the Deactivation as soon as possible thereafter (for the avoidance of doubt non portal numbers include Opal and BT numbers). 7.4 The Reseller shall not be liable for any Usage Charges for any Activated Service Number which relate to any period of time after the Activated Service Number has been Deactivated pursuant to Clause 7.3. 7.5 The Reseller shall comply with all reasonable procedures for Activation’s and Deactivations and other transactions notified to it by City Numbers Ltd from time to time and in accordance with any technical specification’s which may apply. 8. RESELLER TERMS AND CONDITIONS 8.1 The Reseller warrants: (a) it has all rights, consents, approvals and licences required, to re-supply Service to Reseller Customers; and (b) the terms and conditions on which the Reseller will re-supply Service to Reseller Customers ("Reseller T&Cs") (excluding price information) include the provisions referred to or specified in Schedule 3. 8.2 The Reseller: (a) shall provide City Numbers Ltd with a copy of the proposed Reseller T&Cs prior to the Commencement Date; (b) shall provide City Numbers Ltd with a copy of the Reseller T&Cs within 14 days of any changes to the Reseller T&Cs; (c) shall immediately provide to City Numbers Ltd a copy of the Reseller T&Cs on request by City Numbers Ltd at any time; (d) acknowledges that any review by City Numbers Ltd of the Reseller T&Cs is not a representation by City Numbers Ltd that those Reseller T&Cs are legal, enforceable or appropriate; and (e) will not agree to supply Service to any person that has not agreed in writing to be bound by the Reseller T&Cs. 8.3 The Reseller shall keep City Numbers Ltd fully indemnified against any losses, expenses, damages and liabilities: (a) incurred by or awarded against City Numbers Ltd arising out of any claim by any Reseller Customer relating to the Services; and/or (b) arising as a result of any action or omission of a Reseller Customer, which if committed by the Reseller would constitute a breach of this Agreement. 9. CHARGES AND PAYMENT 9.1 Except as provided in this Clause, the Reseller shall be invoiced for the Usage Charges (see charging schedule) incurred in respect of all services ordered by the Reseller and shall make payment to City Numbers Ltd within 30 days from receipt of the monthly billing information. 9.2 The Reseller is responsible for collecting any monies owed by Reseller Customers to City Numbers Ltd and the Reseller undertakes to pay invoices issued by City Numbers Ltd in accordance with City Numbers Ltd Standard Terms regardless of any outstanding monies owed to it by Reseller Customers. 9.3 Nothing in this Agreement shall oblige City Numbers Ltd to install or maintain any equipment at the premises of the Reseller or of Reseller Customers. 9.4 City Numbers Ltd invoices will be provided by City Numbers Ltd to the Reseller in the following format:- email billing and CDR generation (or such other form agreed between the parties). 9.5 City Numbers Ltd will endeavour to supply usage information to the Reseller within 10 working days of the end of each Billing Period (as defined in the City Numbers Ltd Standard Terms) but shall have no liability to the Reseller for failure to meet this target. 9.6 The Reseller acknowledges that:- (a) City Numbers Ltd may vary the Wholesale Tariff from time to time, upon giving 30 days notice to the Reseller; and (b) in the event of an error or omission in a City Numbers Ltd invoice for any period, City Numbers Ltd may issue a corrective invoice at a later date, but no later than three months after the date of the original invoice. 9.13 Unless otherwise agreed in writing, no claims for or deductions in respect of expenses incurred by the Business Partner in the performance of its functions and duties under this Agreement shall be made or allowed by CITY NUMBERS. 10. SECURITY The Reseller Customers shall agree to pay by Cheque which shall stand as security in respect of any amounts owing by the Reseller Customers to City Numbers Ltd under this Agreement at any time (whether or not those amounts are due). 11. FORECASTS 11.1 City Numbers Ltd may notify the Reseller from time to time of any additional matters in respect of which the Reseller must provide forecasts to City Numbers. 12. EXCLUSION AND LIMITATION OF LIABILITY 12.1 City Numbers Ltd liability for the Service and any liability it may have arising under this Agreement or otherwise in connection with the appointment of the Reseller and the provision of the Service is as set out in City Numbers Ltd Standard Terms and the limitations contained in those terms shall apply to this Agreement. No other liability is accepted and any terms that may be implied into this Agreement by statute, usage or otherwise are hereby excluded. 12.2 In addition, although City Numbers Ltd will use its reasonable efforts to supply Service to the Reseller in accordance with this Agreement, the Reseller acknowledges that City Numbers Ltd does not warrant that City Numbers Ltd will be able to do so. 13. AGENTS 13.1 The Reseller may appoint Agents and such Agents may themselves be permitted to appoint Sub-Agents, in each case in order to promote the Service on behalf of the Reseller in accordance with this Agreement. The Reseller shall procure that: (a) Agents and Sub-Agents shall have no right to use the name City Numbers Ltd or any trade name, trade mark or service mark or other intellectual property right of City Numbers Ltd or represent or pass-off that they are City Numbers Ltd or are authorised to act on behalf of City Numbers ; (b) Agents and Sub-Agents shall not do anything which if done by the Reseller would be a breach of this Agreement and shall agree to be bound by Clauses 6 and 14 hereof; (c) no Agent or sub-Agent shall be appointed who is a Reseller or reseller of City Numbers Ltd or a licensed telecommunications carrier. 13.2 The Reseller shall remain liable for the performance or non-performance of all its obligations under this Agreement and shall be responsible for paying all invoices of City Numbers Ltd in respect of Service supplied to Agents or Sub-Agents or their customers. 13.3 The Reseller will procure that City Numbers Ltd does not receive details of any Activation’s or Deactivations directly from Agents or Sub-Agents. 13.4 The Reseller will ensure in its agreements with any Agent or Sub-Agent that City Numbers Ltd shall have no liability whatsoever in relation to Agents or Sub-Agents or their customers. The Reseller shall keep City Numbers Ltd fully indemnified against any losses, expenses, damages and liabilities: (a) incurred by or awarded against City Numbers Ltd arising out of any claim by any Agent or Sub-Agent or their customers; and/or (b) arising as a result of any action or omission of an Agent or Sub-Agent, which if committed by the Reseller would constitute a breach of this Agreement. 13.5 City Numbers Ltd may from time to time impose additional terms and conditions that will apply to Agents or Sub-Agents with the Reseller's consent, which consent will not be unreasonably withheld. 14. CONFIDENTIAL INFORMATION 14.1 Each party undertakes to the other that it shall keep, and shall procure that its directors, officers and employees as appropriate shall keep secret and confidential and shall not use, copy, adapt, alter or part with possession of or disclose to any other person any information or material of a technical or business nature relating in any manner to the affairs, business, products or services of the other which may be received or obtained in connection with or incidental to the performance of this Agreement, and in particular the contents and existence of this Agreement, PROVIDED THAT: (a) nothing herein shall prevent the use of any information by the receiving party not treated by the other as confidential or which does not properly belong to it; (b) the party receiving such information or material shall not be prevented from using the same to the extent it is in or comes into the public domain otherwise than through the default or negligence of the receiving party; (c) the Reseller may disclose such information insofar as may be necessary to Agents and Sub-Agents appointed in accordance with Clause 13.1, on condition that such Agents and Sub-Agents agree to observe the obligation of confidentiality in this Clause 14; or (d) either party may disclose the confidential information of the other to the extent required by law, regulatory authority or relevant Stock Exchange. 14.2 City Numbers Ltd agrees to use its reasonable endeavours to ensure that Reseller Customer Details are used only for the purposes of this Agreement and are not disseminated within City Numbers Ltd other than as necessary for this purpose or outside City Numbers Ltd other than as necessary for emergency, operator or director services. The obligation in this Clause 14.2 shall survive termination of this agreement unless such termination is pursuant to Clauses 15.4 (a), (b) or (e). 15. TERM AND TERMINATION 15.1 This Agreement shall commence on the Commencement Date and subject to earlier termination in accordance with its terms, shall continue for the Initial Period. Prior to the expiry of the Initial Period, the parties shall conduct a review of the terms and operation of this Agreement. Either party may terminate this Agreement with effect from the expiry date of the Initial Period upon giving at least one month's written notice to the other party. If no such notice is received prior to that expiry date, this Agreement shall continue automatically, but may be terminated in accordance with the following provisions or the provisions of City Numbers Ltd Standard Terms. 15.2 Either party may terminate this Agreement after expiry of the Initial Period by giving the other party not less than 3 months prior written notice. 15.3 City Numbers Ltd may terminate this Agreement at any time with immediate effect by giving notice to the Reseller if: (a) the Reseller breaches any fundamental provision of this Agreement including, but not limited to, complying with clause 9 (payment) ; or (b) the Reseller breaches any provision of this Agreement that is capable of being remedied and fails to remedy that breach within 30 days after receiving notice in writing from City Numbers Ltd requiring it to do so; or (c) City Numbers Ltd licence to operate as a general telecommunications provider is terminated, revoked or expires; 15.4 The Reseller may terminate this Agreement at any time with immediate effect by giving notice to City Numbers Ltd if: (a) City Numbers Ltd breaches any fundamental provision of this Agreement; or (b) City Numbers Ltd breaches any provision of this Agreement that is capable of being remedied and fails to remedy that breach within 30 days after receiving notice in writing from the Reseller requiring it to do so; or (c) City Numbers Ltd licence to operate as a general telecommunications carrier is terminated, revoked or expires. 15.5 Termination of this Agreement will not affect the accrued rights or remedies of either party. 16 CONSEQUENCES OF TERMINATION 16.1 On termination of this Agreement for any reason the Reseller must immediately: (a) pay to City Numbers Ltd all amounts due to City Numbers Ltd in accordance with the terms of this Agreement; (b) stop promoting the Service; (c) stop supplying Service to Reseller Customers, unless City Numbers Ltd otherwise agrees; (d) return to City Numbers Ltd all material in the Reseller's possession or control provided by City Numbers Ltd to the Reseller and all copies thereof; (e) return to City Numbers Ltd all Confidential Information of City Numbers Ltd in a material form and all copies of it that is in the Reseller's possession or control; 16.2 The Reseller acknowledges that on termination of this Agreement pursuant to clauses 15.3 (a) City Numbers Ltd or a third party nominated by City Numbers Ltd shall be entitled at City Numbers Ltd discretion to offer to continue to supply the Service to the Reseller Customers in place of the Reseller on City Numbers Ltd then current tariff terms and that City Numbers Ltd shall be free to use the Customer Details for this purpose. 16.3 All provisions intended to have continuing effect shall survive the termination of this Agreement, including but not limited to the relevant provisions of clause 6, clauses 10(security), 12(liability), 13(agents), 14.1 (confidential information) and 16(consequences of termination). 17. CHANGE IN CONDITIONS The Reseller acknowledges that it may be necessary due to changing regulatory conditions to replace various clauses of this Agreement. In such circumstances, City Numbers Ltd may issue replacement clauses that are no more onerous for the Reseller than any other Reseller of the Service (unless the Reseller agrees to a more onerous clause) and within 90 days the Reseller will agree in writing to such replacement clauses. 18: FORCE MAJEURE City Numbers Ltd shall not be liable to the Reseller, for any loss or damage which may be suffered by the Reseller due to any cause beyond City Numbers Ltd reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock out, trade dispute or labour disturbance, the act or omission of Government, highways authorities, other telecommunications operators or administrations or other competent authority, the obstruction by a third party of line of sight between microwave installations, war, military operations, acts of terrorism or riot, difficulty, delay or failure in manufacture, production or supply by third parties of any relevant equipment. 19. NOTICES 19.1 Any notice given under this Agreement must be: (a) in writing, and either be (b) hand delivered or sent by pre-paid post to the address of the recipient, or sent by facsimile transmission, to the address or facsimile number specified below (or other address or facsimile number notified in accordance with this clause): City Numbers Ltd 36 Warren House Walk Sutton Coldfield West Midlands B76 1TS For the attention of: The Managing Director Reseller: details set out at the front of this Agreement. 19.2 A notice given in accordance with clause 31.1 will be deemed received: (a) if hand delivered, on the date of delivery; (b) if sent by pre-paid post, 5 days after the date of posting, and (c) if sent by facsimile transmission, on the day the transmission is sent (as long as the sender has a confirmation report specifying a facsimile number of the recipient, the number of pages sent and the date of the transmission). 20 ASSIGNMENT AND SUBCONTRACTING 20.1 Save as provided in Clause 13 the Reseller must not assign or attempt to assign or delegate any right or obligation under this Agreement without City Numbers Ltd written consent, which consent will not be unreasonably withheld. 20.2 City Numbers Ltd shall have the right to assign or transfer or otherwise dispose of all or any of its rights and obligations under this Agreement to a City Numbers Ltd Associated Company or other third party upon serving written notice to the Reseller. 20.3 City Numbers Ltd may perform any of its obligations under this Agreement by arranging for them to be performed by a City Numbers Ltd Associated Company, or other third party. 21. RELATIONSHIP The Reseller acknowledges that this Agreement is intended to create the relationship of independent contractors and: (a) nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between City Numbers Ltd and the Reseller; and (b) the Reseller has no right to bind City Numbers Ltd in contract or otherwise at law. 22. SEVERABILITY Part or all of any clause of this Agreement that is illegal or unenforceable will be severed from this Agreement and will not affect the continued operation of the remaining provisions of this Agreement. 23. ENTIRE AGREEMENT 23.1 This Agreement and the City Numbers Ltd Standard Terms together represent the entire agreement between the parties in relation to the subject matter of this Agreement and, except as provided in clause 23.3 below, this Agreement supersedes all other agreements and representations made by either party, whether oral or written relating to the appointment of the Reseller and the supply of the Service. The Reseller acknowledges that it is not relying on any representations or warranties of any kind that are not expressly set out in this Agreement. City Numbers Ltd shall have no liability in tort in respect of any representation, warranty or other statement (whether or not contained in this Agreement) being false, inaccurate and/or incomplete unless it was made fraudulently. 23.2 This Agreement shall prevail over any inconsistent terms or conditions referred to in any forms or documents of the Reseller or in correspondence or elsewhere and any conditions or stipulations to the contrary are hereby excluded and extinguished. 23.3 Notwithstanding clause 23.1 above, any existing agreements between the parties which are not for or related to the provision or distribution of the Service shall remain in force and shall not be affected by the provisions of this Agreement, unless and until modified by written agreement between the parties in accordance with their terms. 23.4 This Agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each party, or otherwise in accordance with City Numbers Ltd Standard Terms. 24. NO WAIVER Failure 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. 25. CUMULATION OF REMEDIES The rights and remedies of the parties under this Agreement are independent and cumulative and without prejudice to their rights under the general law. 26. GOVERNING LAW This Agreement is governed by and construed in accordance with English law, and the parties hereby submit to the exclusive jurisdiction of the English courts. Pricing Schedule Bespole Pricing is applied to all resellers. Your pricing sheet will be made available by your account manager. Schedule 1Terms and Conditions 1. DEFINITIONS "We, Us, Our or City Numbers" means City Numbers Limited. "Service" means the products and services you have requested from us on our order form. "You" means the customer with whom we make this agreement (or any person that we reasonably believe is authorised to act on the customer's behalf). "The Telecommunications Act" means the Telecommunications Act 1984. 2. START OF THIS AGREEMENT This agreement shall take effect from the date on which the service was made available to you. 3. SERVICE This agreement covers the provision by City Numbers of our services as indicated on the accepted web order or telephone order. We will use every reasonable means to provide our services within our agreed delivery dates and also ongoing connectivity and availability to our services but will not be liable for any failure or limits in the availability of our service where these result from factors outside of our control or where our service is dependent upon third parties or other network carriers. Where our service has been continuously unavailable for more than 10 days and not due to any act or non cooperation on your part or any event beyond our control you may apply for a reimbursement of any service rental for the said period up to a maximum of 1 month's rental. 4. EQUIPMENT AND SERVICE You agree to: Use the services in accordance with the Telecommunications Act and any relevant licences; Use the service only as a means of communications for which they are provided; Ensure that your equipment conforms to the standards required under the Telecommunications Act, is in good working order, and safe to our reasonable satisfaction; Inform us of any change, or proposed change in your address, Email address, telephone or fax numbers. You agree not to: Connect any equipment other than those approved for use with the services we have provided under the Telecommunications Act; Contravene the Telecommunications Act or any relevant licences or laws; Use the service as a means of transmitting any material that is defamatory, offensive, or of an abusive, obscene, or menacing nature; Make any transfer of the agreement or any rights under it; Move the equipment; Act in such away as to impair or jeopardise the operation of our service. 5. TERM & ENDING THIS AGREEMENT The initial term of this agreement shall be as specified on the order form, after this period it shall continue on an annual basis unless terminated by either party giving to the other no less than 30 days prior written notice. 6. PROVISION OF SERVICES AND WARRANTIES 6.1. City Numbers cannot provide a fault free service. City Numbers gives no warranty that its network or Services shall be continuous, or will be free from faults. City Numbers will, however, take steps to ensure its network and services are reasonably fault free, and that service is reasonably uninterrupted. 6.2. In addition to clause 6.1, City Numbers gives no warranty or guarantee that the service is satisfactory or suitable for the Customer s purposes. All warranties relating to the service from City Numbers are excluded, even if implied by statute. 6.3. The parties acknowledge that no representations, warranties or statements made prior to concluding this Agreement forms any part of the contract, nor has induced either party. 6.4. The Customer acknowledges that: 6.4.1. No representation, warranty or statement other that detailed in this Agreement, forms any part of a Contract, nor has induced the Customer to use City Numbers. 6.4.2. The service provided by City Numbers was not designed for the Customer s individual requirements, and it is up to the Customer to decide if the service provided by City Numbers is of satisfactory quality and fit for the purpose for which it is used. 6.4.3. City Numbers is reliant on a third party for delivery of inbound calls, and therefore City Numbers can have no liability of whatever nature for any delay in provision of the same or for concerning the use of the service by the Customer, moreover City Numbers makes no warranty that its network or services shall be continuous, or will be free from faults. 7. CHARGES AND PAYMENT Unless we indicate otherwise, all charges are quoted without VAT and any other taxes of a similar nature, which shall be charged and payable by you at the prevailing rate. You agree to pay your bill within 30 days of the date of issue. Please note that usage charges in our bills will be calculated using data recorded by us and not from any data you record yourself. We will bill you on a monthly basis with rental charges invoiced monthly in advance. Where collection of invoices are made through direct debit a charge of £5 may be applied to the account where the transaction is cancelled by the banking or direct debit agencies. For outstanding invoices older that 30 days we reserve the right to charge interest on the debt at a rate of 3% above the Bank of England base rate. Where invoices are not settled within the 30 days we reserve the right to suspend your service without notice. We will endeavour to notify you within 30 days of any increases in our charges and rentals. 8. SUSPENDING THE SERVICE We may suspend our service to you if: a.) You break the terms of this agreement; b.) We are instructed to do so by an authorised Government agency, emergency service organisation, or other authorised organisation. Under these circumstances: a.) We will endeavour to give you 14 days written notice. b.) We are not liable to pay you compensation and you may be charged for any reasonable costs and expenses we incur in suspending the service. c.) Any agreed reconnection of our service due to non-payment will be subject to a £50 reconnection fee. 9. RESPONSIBILITIES This agreement shall operate in accordance with the laws of England and Wales, and both parties submit to the jurisdiction of the English courts. In the event that the services we agree to provide fail and you have to use the services of another organisation we will not be responsible for any charges that the other organisation should make. Nothing in this contract will exclude or restrict City Numbers's liability for death or personal injury resulting from the negligence of City Numbers or of its employees while acting in the course of their employment. Each party's liability to the other shall be limited to £5,000 for any one incident or series of incidents and to no more than £10,000 in total. Neither party shall be responsible for any loss of business, contracts, anticipated savings, profits, or any other indirect or consequential loss of the other. Neither party shall be liable to the other for any loss or damage that occurs outside of its reasonable control. This includes: acts of God, inclement weather, floods, droughts, lightning damage or fires, failure or shortage of power supplies, lock-outs, trade disputes and labour disturbances, the non production or supply of services by third parties, and any acts or omissions of Governments, highways authorities, other telecommunications operators, or other competent organisations. 10. CONSEQUENCIES OF TERMINATION You can cancel an order without charge within 48 hours of placing an order. After this, services can be terminated any time after the initial contract period, by giving 30 days prior written notice. If services are terminated within the initial contract term, all associated rentals for the remaining months of the initial contract period are payable. 11. INTELLECTUAL PROPERTY You agree that for the duration of this agreement you will not use or distribute any of our group logos, names, trademarks or other proprietary marks without our written permission. 12. DATA PROTECTION In recognition of the Data Protection Act 1998 we will need to process Personal Data in order to provide and to support our service to you, not only within the UK but also outside of the European Economic Area and to third parties, suppliers, partners and other network carriers. You agree that we may use data to direct market our services to you by any medium and notify us in writing where you do not want us to undertake such activity. We will take every reasonable means to ensure that Personal Data is kept secure within our premises and on our operational systems. 13. NUMBER RESTRICTIONS The following restrictions apply to numbers delivered From the below countries:- ARGENTINA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions AUSTRALIA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions BELGIUM Legal Restriction(s): Local Belgian address required for geographical numbers Geographical numbers cannot be resold by non licensed companies Service Restriction(s): No Restrictions BRAZIL Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions BULGARIA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions CANADA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions CHILE Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions CYPRUS Legal Restriction(s): Cannot be used for calling card applications Service Restriction(s): Tollfree numbers are not reachable from payphones. CZECH REPUBLIC Legal Restriction(s): Local Czech address required for geographical numbers Cannot be used for calling-card applications 822 and 800 numbers can be reached by any phones except mobile Service Restriction(s): No Restrictions DENMARK Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions ESTONIA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions FINLAND Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions FRANCE Legal Restriction(s): Local address required for geographical numbers Geographical numbers cannot be resold by non licensed companies Cannot be used for calling-card applications Service Restriction(s): No Restrictions GERMANY Legal Restriction(s): Local German address (in the city ordered) required for geographical numbers Cannot be used for calling-card applications Service Restriction(s): No Restrictions GUATEMALA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No guaranteed reachability of the local numbers from outside of Guatemala, depending on the termination carrier used for dialing the numbers. HUNGARY Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions IRELAND Legal Restriction(s): Local Irish address required for geographical numbers Cannot be used for calling-card applications Service Restriction(s): No Restrictions ISRAEL Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions ITALY Legal Restriction(s): Local address required for geographical numbers Cannot be used for calling-card applications Service Restriction(s): No Restrictions JAPAN Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions LATVIA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions LITHUANIA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions LUXEMBOURG Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): Tollfree numbers are not reachable from payphones and mobile phones. MEXICO Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions NETHERLANDS Legal Restriction(s): Local address required for geographical numbers Cannot be used for calling-card applications Service Restriction(s): No Restrictions NEW ZEALAND Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions NORWAY Legal Restriction(s): Local address required for geographical numbers. Cannot be used for calling-card applications Service Restriction(s): No Restrictions PAKISTAN Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): DTMF not supported Due to the telecommunications environment in Pakistan, no SLA will be enforced for Pakistan local numbers. POLAND Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions PORTUGAL Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions ROMANIA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): 021 numbers are only reachable from the Romtelecom network right now. 031 numbers do not have this restriction SLOVAKIA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): Tollfree numbers are not reachable from mobile phones. SLOVENIA Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions SPAIN Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): Numbers which will be used with the Trunk Program have to be communicated to City Numbers. SWEDEN Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions SWITZERLAND Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions TURKEY Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): Cannot be used with the Trunk Program. UNITED KINGDOM Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restriction UNITED STATES Legal Restriction(s): Cannot be used for calling-card applications Service Restriction(s): No Restrictions 14. CONFIDENTIALITY You agree to keep any named confidential information or data supplied by us in confidence and only use such information to perform the obligations of this agreement. 15. OTHER Our registered office details are: CITY NUMBERS LTD 36 WARREN HOUSE WALK SUTTON COLDFIELD WEST MIDLANDS B76 1TS Registered in England and Wales No: 06136272 Our Code of Conduct can be found on our website: www.citynumbers.co.uk I HAVE READ AND AGREED TO THE TERMS AND CONDITIONS

Reseller Registration

To become a City Numbers reseller simply complete the form on the left hand side of this page.

We will be notified of your request to become a reseller and we will contact you to discuss the start of our new relationship.

If you have any further questions about becoming one of our resellers then please call us between 9am and 5pm Monday to Friday.

Reseller Sign up

User Account

Company Address

Contact Details

BACS Details for payouts

Terms & Conditions

Reseller Registration