This sets out the terms and conditions on which Ixus Industries Limited (registered in England with number 5223517) (“Ixus Telecoms”, "Ixus Call", “Ixus Talk”) will provide CPS (Carrier Pre Select) telecommunications services (the "Fixed Line Carrier Pre Select Service") jointly to the Customer with whom we make this agreement. By using the CPS Service the Customer agrees to the following terms and conditions.

1. Definitions and Interpretation
The following definitions apply to the CPS Service to which the Customer subscribes under this Agreement (unless the context requires otherwise):

“Ixus Telecomsmunications Limited” (“Ixus Telecoms”) hereafter in this agreement, associated and referred to as “Ixus Telecoms” and its associated terms;

"Charges" mean the charges and/or call rates for use of the CPS Service as set out in the Price List;

"Agreement" means the Agreement application faxed to us, agreed over the telephone or completed on our website (www.ixustelecom.co.uk) by the Customer behalf , these terms and conditions and the Price List;

"Customer" means: (i) in the case of a sole trader, the person; or (ii) in the case of any other form of business or company (limited or otherwise), the business or company; whose details are inserted on the Agreement application forming part of this Agreement;

"Fixed Line Network" means the telecommunications network(s) over which Ixus Telecoms provides the CPS Service;

" CPS Service" means the CPS Service provided by Ixus Telecoms under the terms of this Agreement to the Customer on the service number(s) the Customer has nominated, enabling the Customer to make calls over the Fixed Line Network using the CPS Service and any related services (including without limitation Ixus Telecoms’s Mobile Override and Calling Card services (see the User Guide for details));

"Red Talk Unlimited Plan" means the CPS Service plan that entitles residential customers to make unlimited peak, off-peak and weekend local and national calls from home telephone(s) to any geographic telephone number in the UK (as such plan may be renamed from time to time);

“Ixus Telecoms Residential Customer” means all Ixus Telecoms residential customers.
"Price List" means the list(s) of Charges current at the time the Customer uses the CPS Service as published in the User Guide or on our website or as otherwise separately provided;

"User Guide" means any guide or guides published by us, which give(s) instructions about and information on the CPS Service;

"we" and "us" means Ixus Telecomsmunications Limited trading as Ixus Telecoms or Red Talk and/or its agent(s) (and "our" shall be construed accordingly).

2. When this Agreement begins

2.1 The Agreement begins when we confirm to the Customer our acceptance of the Customer’s application. Upon acceptance of the application, we will send the Customer a letter.

2.2 The Customer hereby confirms that: (i) the director or person who agreed or completed the Agreement application forming part of this Agreement has the authority to act on behalf of the Customer and bind the Customer to this Agreement; (ii) all details of the Customer which were inserted on that Agreement application by that director or person acting on the Customer’s behalf are accurate and up-to-date; and (iii) by that director or person agreeing or completing that Agreement application on the Customer’s behalf, the Customer agrees to be bound by this Agreement.

3. The Services we provide

3.1 We shall provide the CPS Service to the Customer in accordance with this Agreement. We will endeavour to connect the Customer to the CPS Service within 10 working days of our receipt of the Customer’s application for the CPS Service, but in the event of unforeseen circumstances beyond our control we do not warrant that the Customer will be connected to the CPS Service by said period. Once connected, the Customer will be able to access the CPS Service and (subject to clause 5.5 below) the Customer shall be liable for any Charges incurred as a result of the CPS Service being accessed.

3.2 The CPS Service is made available to the Customer on the condition that the Customer does not: (i) without our prior written consent, re-supply, resell or otherwise make the CPS Service available to any person on an arms-length commercial basis; or (ii) use the CPS Service or allow the CPS Service to be used for any purposes outlined in clause 4.3 below.

3.3 We may select and at any time change any carrier or other service provider for the purposes of providing the CPS Service. The Customer hereby irrevocably authorises us to give all notices, nominations and other authorisations that are necessary for us to provide the CPS Service.

3.4 The Customer hereby irrevocably authorises us to act on the Customer’s behalf in all dealings with the operator of any telecommunications network or system in connection with any matter that enables us to provide or to continue to provide the Customer with the CPS Service.

3.5 We support the transmission of data via ISDN or any IP platform line. We do not provide a maintenance service. If: (i) the Customer has a PABX system which is capable of being reprogrammed to allow the Customer to access the CPS Service via that PABX system; and (ii) the Customer would like that PABX system reprogrammed to allow the Customer such access; we may (at our sole discretion) arrange for such reprogramming to be carried out by a third party programmer at your cost; (iii) the customer can arrange for such reprogramming to be carried out by a third party programmer at their cost. For the avoidance of doubt, we: (i) will not carry out any reprogramming required by the Customer under this clause 3.5; and (ii) are in no way responsible or liable for any reprogramming of the Customer’s PABX system(s) that is carried out by the Customer or any third party (including any third party programmer who we have arranged to carry out such reprogramming) or any loss or damage incurred by the Customer as a result.

3.6 We cannot guarantee that the CPS Service will be free of faults or interruptions, timely or secure to the extent the CPS Service may be affected by things we cannot control, such as (without limitation) lack of network capacity, physical obstructions or atmospheric conditions.

3.7 We shall provide the CPS Service with reasonable skill and care but if the Customer experiences a problem or suspects a fault the Customer should first telephone our customer services team. We shall not in any circumstances be responsible for any call-out or other charges the Customer incurs from BT or any other third party telecommunications network or systems operator as a result of any problem or fault with the CPS Service.

3.8 If the Customer has a query or complaint regarding the CPS Service the Customer may contact our customer services team. We may monitor or record telephone calls to or from us for security purposes and in order to improve our standards of customer service. The Customer may also refer any complaints regarding the CPS Service to OFTEL.

3.9 It is the Customer’s responsibility to ensure the compatibility of the CPS Service with any monitored alarm system(s) the Customer may have and the Customer should check this with its monitored alarm system provider(s). If we suspend the provision of the CPS Service under this Agreement this will affect the operation of the Customer’s monitored alarm system(s). We do not accept any liability in connection with the Customer’s use of a monitored alarm system with the CPS Service, except for liability for death or personal injury caused by our negligence.

4. Customer’s Use of the CPS Service

4.1 The Customer must, at all times, ensure that the CPS Service is used in accordance with this Agreement and any other instructions we give to the Customer from time to time.

4.2 The Customer must at all times keep any password or PIN number for the Customer’s account confidential and secure, and the Customer must tell us immediately if any such password or PIN number is disclosed to any unauthorised person. The Customer acknowledges that: (i) we may disclose any information in connection with the Customer’s account to anyone who correctly quotes the Customer’s password or PIN number; and (ii) our automated invoice payment, other invoice-related reminders and/or other information announcements may be heard by anyone accessing the CPS Service.

4.3 The Customer shall not use, nor allow any other(s) to use, the CPS Service:(a) for any improper, immoral or unlawful purpose; (b) to send a communication which is, or is intended to be, a hoax call to emergency services, or which is defamatory, offensive, abusive, obscene or menacing; (c) to violate or infringe any rights of, or to cause unwarranted inconvenience or anxiety to, any other person; (d) in such a way that may damage or affect the operation or quality of the CPS Service, the Fixed Line Network or any telecommunications system used to provide the CPS Service; or fraudulently or illegally.

4.4 If the Customer or any other person using the CPS Service with the Customer’s permission does not comply with any provision of this clause 4, the Customer will indemnify us for any claims, losses, damages, costs, liabilities and expenses (including, without limitation, any legal costs and expenses) which we may suffer or incur as a result of any such non-compliance. If the Customer discovers that someone else has used the CPS Service supplied to the Customer without the Customer’s or our permission, the Customer must notify our customer services team at the first possible opportunity, otherwise the Customer will be liable for any losses suffered or incurred by the Customer as a result (unless there is clear evidence of fraud).

5. Charges and Payment

5.1 We will invoice the Customer for the CPS Service in accordance with the relevant terms, tariffs, rules and Charges applying at the time the CPS Service is used. A Customer will be classified as a business customer for invoicing purposes and charged for the CPS Service in accordance with our corresponding business customer tariff, unless that Customer: (i) exhibits and can clearly show to us a sustained and continuous level of monthly spend of no less than £500 per month (including VAT) with Ixus Telecoms on the CPS Service; and (ii) requests to be charged by us in accordance with our corporate customer tariff; in which case we will (at our sole discretion) reclassify the Customer as a corporate customer for invoicing purposes, charge the Customer for the CPS Service in accordance with our corresponding corporate customer tariff and notify the Customer of such reclassification. If at any time a Customer’s monthly spend with Ixus Telecoms on the CPS Service qualifies that Customer for transferal onto a different customer tariff, we reserve our right to transfer the Customer onto that tariff (regardless of whether the Customer requests to be transferred onto another tariff or not):

5.2 Residential Customers - We will bill you for the CPS Service in accordance with the relevant terms, tariffs, rules and Charges applying at the time the CPS Service is used. For the avoidance of doubt; the Red Talk Plan is only available to residential customers. If, at any time, your usage of the Service does not accord with that reasonably expected of a residential customer, you will: (i) no longer be considered a residential customer; (ii) have your access to the Red Talk Call Plan suspended in accordance with the terms of this Agreement; and (iii) be charged and billed in accordance with our then applicable standard tariff to the extent your usage of the Fixed Line CPS Service exceeds that reasonably expected of a residential customer. We will inform you before we start charging you in accordance with our then applicable standard tariff under this Clause 6.1.

5.3 We may vary any Charges and/or charge to the Customer any taxes or duties imposed in relation to the CPS Service at any time by posting the resulting price changes on our website or otherwise giving the Customer notice. The Customer can contact our customer services team and request details of our prices or any price change at any time. We will give our Customers at least 5 calendar days’ notice before any price change under this clause 5.2 takes effect.

5.4 All Charges are subject to any applicable UK tax or duty, including Value Added Tax, at the prevailing rate.

5.5 Subject to clause 5.5 below, we will invoice the Customer for and the Customer must pay all Charges. All customers are registered for per-second billing, there is a minimum call charge in respect of any call made using the CPS Service and use by such customers of the CPS Service will be invoiced in one-second increments with partial seconds of usage rounded up to the next full second.

5.6 The Customer accepts that: (i) our records are conclusive evidence of use of the CPS Service by the Customer and the Charges incurred as a result; (ii) any use of the CPS Service by any person is deemed to be authorised by the Customer; and (iii) we will invoice the Customer, and the Customer is responsible, for payment of any Charges arising from any such use unless, upon becoming aware of such use, the Customer notifies our customer services team at the first possible opportunity that someone is using the CPS Service without the Customer’s permission or there is clear evidence of fraud.

5.7 We will normally send the Customer invoices for the CPS Service on a monthly basis. We may vary invoicing frequency or demand payment at any other time by giving the Customer prior written notice. We will endeavour to invoice the Customer for use of the CPS Service within 3 months of such use. The Customer acknowledges that invoices for the CPS Service may depend on the receipt of invoicing information from other parties and any delay in issuing an invoice to the Customer will not affect the validity of the Charges included in the invoice.

5.8 Unless we have agreed otherwise, payment is due for any use of the CPS Service and the Customer must pay in full any invoice for Charges by the due date specified in the invoice without any set-off or deductions.

5.9 The Customer may elect to pay invoices by way of a direct debit from: (i) a bank account held by the Customer at an approved financial institution; or (ii) buy cheque. If the Customer does not elect to pay invoices by way of direct debit, we may charge the Customer a monthly administration fee of 5%(which may include any bank charges and/or approved financial institution fees that we incur as a result).

5.11 If the Customer pays any Charges due to us: (i) by cheque or direct debit and the Customer’s approved financial institution refuses to make payment; or (ii) in a currency other than pounds sterling; we will charge the Customer for any bank charges, approved financial institution fees and/or extra administration costs (which may include third party charges) that we incur as a result.

5.12 If the Customer does not pay any invoice on time, we may: (i) suspend or terminate the Customer’s access to the CPS Service; and/or (ii) charge the Customer interest on the overdue amount(s) at the rate of 3% per annum above Barclays Bank plc base rate. Interest is calculated and accrues daily: and/or (iii) charge an administration fee to cover late payment costs.

5.13 If the Customer disputes any invoice, the Customer must notify us in writing of the dispute (providing us with sufficient detail to investigate the matter and determine whether the Customer’s dispute is genuine and reasonable) prior to the due date for the invoice. If we determine (at our sole discretion): (a) that the Customer’s dispute is not genuine or reasonable, the Customer must pay the invoice in full in accordance with clause 5.7 above, plus any interest charged on the full invoiced sum in accordance with clause 5.10 above; or(b) that the Customer’s dispute is genuine and reasonable, the Customer must pay the undisputed part of the invoice in accordance with clause 5.7 above and we will both use all reasonable endeavours to resolve the dispute as quickly as possible. If any such dispute is resolved: (i) such that the Customer still owes us money, the Customer must pay all sums owed to us within 7 calendar days of resolution of the dispute, plus interest in accordance with clause 5.10 above from the date payment of the disputed invoice was due; or (ii) such that we owe the Customer money, we will (at our sole discretion) repay or credit on the next invoice sent to the Customer following resolution of the dispute any amount overpaid by the Customer, plus any interest paid thereon under clause 5.1! above. We will each bear our own costs in resolving any dispute under this clause 5.12.

6. Credit Limit / Security Payment

6.1 We may, at our sole discretion and at any time, impose a credit limit on the Customer’s Ixus Telecoms account and/or require payment of a security deposit, prepayment or interim payment by the Customer.

6.2 Any credit limit imposed can be amended without prior notice. If the Customer exceeds any such credit limit, we may (at our sole discretion): (i) revise the Customer’s credit limit; (ii) demand immediate payment of all the Charges exceeding the Customer’s credit limit; and/or (iii) suspend the CPS Service until we receive payment from the Customer to bring the Customer’s outstanding Charges below, or to the level of, the Customer’s credit limit. For the avoidance of doubt, the Customer is and will remain responsible for all Charges incurred under this Agreement including those exceeding the Customer’s credit limit from time to time.

6.3 If at any time we require the Customer to pay a security deposit under clause 6.1 above, we may: (i) suspend provision of the CPS Service until we receive payment of the security deposit; (ii) terminate provision of the CPS Service altogether if we do not receive payment or receive it too late; and (iii) at any time apply the security deposit (once paid) to meet any cost, loss or liability incurred as a result of any failure by the Customer to comply with this Agreement or to pay any amount owed by the Customer to us.

7. Our Rights to Suspend the CPS Service

7.1 We can at our discretion suspend the Customer’s access to the CPS Service immediately: a) if we are entitled to under clause 5.10, 6.2 or 6.3 above; b) if we are required to do so by the Government, an emergency service organisation or any other competent body or authority; c) for repairs, maintenance or improvement; or d) if we have good reason to suspect fraudulent activity or misuse of the CPS Service.

7.2 We will normally inform the Customer first if we are going to suspend the Customer’s access to the CPS Service.

8. Changing the Agreement

8.1 This clause 8 applies to all changes to this Agreement, except changes to Charges which are dealt with in clause 5.2 above.

8.2 Subject to clause 8.1 above, we may vary these terms and conditions at any time by posting the changes on our website and, where reasonably practicable, giving the Customer reasonable prior notice. We will only do this if we have a valid reason, for example to reflect changing arrangements with any operator of any telecommunications network or system over which we provide the CPS Service or changing legal, regulatory or business requirements. The Customer agrees that, if the Customer decides to use the CPS Service after any amendments to these terms and conditions have been posted on our website, the Customer will be bound by the terms and conditions as varied.

9. Ending the Agreement

9.1 The Customer may end this Agreement for the CPS Service by giving us 30 calendar days' prior written notice.

9.2 We may end this Agreement for the CPS Service: (i) by giving the Customer 30 calendar days' prior written notice; or (ii) immediately if: a) if the Customer does not pay any invoice on time; b) the Customer breaches any term or condition of this Agreement and does not remedy such breach within 7 calendar days of being notified to do so; c) the Customer fails any credit or fraud prevention check referred to in clause 12.4 below or we have good reason to suspect fraud or money laundering as set out in clause 12.5 below; d) we have good reason for believing that any information the Customer has given us or that is given to us on the Customer’s behalf is false or misleading; e) the Customer has a liquidator appointed, an order is made for the Customer’s winding up, an administrator or receiver is appointed over all or some of the Customer’s assets, the Customer is the subject of any bankruptcy or insolvency proceedings or the Customer ceases to carry on business; or f) despite our reasonable efforts the CPS Service is no longer available to us.

9.3 If this Agreement ends for any reason: (i) we will terminate the Customer’s access to the CPS Service; (ii) we will send the Customer an invoice for all outstanding Charges prior to termination of the Customer’s access to the CPS Service and the Customer will be required to pay the invoice by its due date; and (iii) neither the Customer nor Ixus Telecoms shall lose any rights accrued under this Agreement prior to it ending.

10. Our Responsibilities to the Customer

10.1 We do not in any way exclude or limit: (i) our liability for death or personal injury caused by our negligence or that of our agents; (ii) any liability arising from fraud or fraudulent misrepresentation; or (iii) any other liabilities that cannot by law be excluded or limited.

10.2 If (subject to clause 4.4 above) the Customer suffers any loss or damage under or in relation to this Agreement which is not covered under clause 10.1 above or excluded under clause 10.3 or 10.4 below, our total liability (whether in Agreement, tort, negligence or otherwise) for any such loss or damage will be limited to £10,000 per incident or series of connected incidents and £50,000 in any 12-month period.

10.3 We will not in any event be responsible or liable for: (i) any faults, damage or maintenance to the Customer’s telephone line(s); or (ii) any indirect or consequential loss, damage, cost or expense of any kind and however caused whether arising under Agreement, tort, negligence or otherwise; or (iii) any loss of profit, loss of revenue, loss of business, loss of Agreement(s), loss of anticipated savings, loss of goodwill, loss of or corruption to data or any other economic loss, whether direct or indirect and even if we have been advised that it may occur.

10.4 Subject to clause 10.1 above, we: (i) give or make no warranties, conditions, guarantees or representations as to quality or fitness for a particular purpose of the CPS Service or any other warranties, conditions, guarantees or representations whether express or implied, oral or in writing, except as expressly stated in this Agreement; and (ii) exclude all liability for the accuracy (or inaccuracy) of any material or other information provided or made available by us relating to the CPS Service.

10.5 Each provision of this clause 10 operates separately. If any provision is disallowed or found to be ineffective by any Court, regulatory body or other competent authority the other provisions will continue to apply.

11. Events Beyond our Control
We shall not be responsible for any delay or failure to carry out our responsibilities under this Agreement for reasons beyond our reasonable control, including for example acts of God, exceptionally severe weather, industrial disputes, failure or shortage of power supplies, act of terrorism or riot, war, default or failure of a third party (including any telecommunications network operator or service provider) or their telecommunications systems or government actions.

12. Use of Information

12.1 Personal or other information the Customer provides or we hold (whether or not under this Agreement) may be used by us, our employees, our agents and/or our Agreement to:(a) identify the Customer when telephone enquiries are made by the Customer or on the Customer’s behalf;(b) help administer any accounts, services and products provided by Ixus Telecoms now or in the future;(c) provide marketing analysis and statistical information;(d) help us to detect fraud or loss; and (e) contact the Customer by any means (including but not limited to mail, email, telephone or SMS messaging) about other services and products offered by us, other Ixus Telecoms Group of companies and/or our carefully selected partners. A list of these companies and partners is available on request. We will not contact the Customer in this way if the Customer has previously opted not to receive information about such products and services.

12.2 We may also disclose the Customer’s information to: (i) other Ixus Telecoms companies for any of the purposes set out in clause12.1 above; and (ii) third parties for the purpose of providing the services requested, or where legitimately required for regulatory and legal purposes or proceedings (including prospective legal proceedings or in connection with the sale of one or more of our businesses). From time to time, these third parties may be located outside the European Economic Area in countries that do not have the same standards of protection for personal data as the United Kingdom.

12.3 In order to tell the Customer about discounts and offers which may be available, we will process information about the Customer’s use of the CPS Service, including the time calls are made and frequently called numbers.

12.4 In connection with this Agreement, we may carry out credit and fraud prevention checks with one or more licensed credit reference and fraud prevention agencies and they will retain a copy of the search. Information from the Customer’s Agreement application and the payment details of the Customer’s Ixus Telecoms account will be recorded with one or more of these agencies and may be shared with other organisations to help make credit and insurance decisions about the Customer and (if applicable) members of the Customer’s household and for debt collection and fraud prevention purposes. This includes those customers who have moved house or business address and are in default.

12.5 If the Customer provides false or inaccurate information and we suspect fraud, we will record this. We may use technology to detect and prevent fraud. We, and other credit organisations, may use and search the records referred to in clause 12.4 above: a) to help make decisions on credit or credit-related services and on motor, household, credit, life and other insurance proposals (as applicable) and claims for the Customer and (if applicable) other members of the Customer’s household; b) for debt collection, fraud prevention and management of the Customer’s accounts or insurance policies; and c) to check the Customer’s identity to prevent money laundering unless other satisfactory proof of identity is provided.

12.6 If the Customer requires details of those credit reference and fraud prevention agencies from which we obtain and with which we record information about the Customer, then please write to us at the address contained in the User Guide.

12.7 The Customer agrees that the information referred to in clause 12.1 above includes (but is not limited to):a) the details and status of any of the accounts of the Customer and/or the Customer’s related bodies corporate; b) the identification of the service number(s) nominated by the Customer to receive the CPS Service, whether withheld or not; c) the Customer’s credit history, including (but not limited to) whether the Customer has made credit defaults, dishonoured cheques or credit infringements; d) information about the Customer’s creditworthiness or capacity; and e) the Customer’s personal details, even if the Agreement application forming part of this Agreement is/was agreed or completed on behalf of a business or company.

12.8 For the avoidance of doubt, the term "Customer" in clause12.7 above shall be interpreted to include the director or other person who agreed or completed the Agreement application forming part of this Agreement and that director or person, by agreeing or completing the Agreement application, acknowledges that we may carry out a credit check on him/her in his/her personal capacity.

12.9 I understand and give my explicit consent that the personal data I provide, including sensitive personal data, may be used for the purposes of my insurance by Sterling Insurance Company Limited, any of its connected companies, it’s agents or subcontractors, and other insurers where appropriate for fraud prevention. Also, I irrevocably authorise any medical practitioner who I have consulted to provide any medical information requested by Sterling Insurance Company Limited, and its connected companies in relation to any claim made by my personal representatives.

13. Third Party Rights
A person who is not a party to this Agreement has no right under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

14. Assignment
14.1 The Customer may not assign any of the Customer’s rights or obligations under this Agreement without our prior written consent.
14.2 We may, at any time, obtain an alternative provider to provide the CPS Service to the Customer. The Customer agrees to the assignment of our rights and obligations under this Agreement to that alternative provider, provided that the level of service that the Customer experiences is not significantly reduced as a result, and hereby irrevocably authorises us to execute on the Customer’s behalf any documents necessary to give effect to any such assignment. Substitute CPS Services may not be available immediately. If substitute CPS Services are made available, they may be provided in accordance with the alternative provider’s then current terms and conditions and charged by the alternative provider at its then current rates (and, if so, the Customer will be invoiced accordingly).

15. Waiver
If at any time we do not require the Customer to comply with any provision of this Agreement, this will not prevent us from doing so in relation to that or any other provision of this Agreement in the future.

16. Enforceability
If any provision of this Agreement (including any provision in which we exclude or limit our liability to the Customer) is deemed unenforceable by any Court or other competent body or authority, the enforceability of any other provision of this Agreement will not be affected.

17. Notices and Communications
Any notice under this Agreement, whether required to be written or otherwise, may be given by us to the Customer by post, personal service, email or SMS messaging to any address, email address or phone number given to us by the Customer or on the Customer’s behalf for correspondence with the Customer, or by posting such notice on our website. Any notice served by post will be deemed to have been received on the fifth working day following the day of posting, by email on the day of transmission and by personal service immediately on delivery. The Customer must give notices to us by post, personal service or email to the relevant address set out in the User Guide.

18. Entire Agreement
This Agreement represents the entire agreement between the Customer and us in relation to the CPS Service and shall supersede all previous agreements.19. Law The laws of England and Wales apply to this Agreement and we both hereby submit to the exclusive jurisdiction of the English courts.