Terms and Conditions - just-dial.com

Just-dial Business Partner
Terms & Conditions

1. Just-dial retains exclusive ownership of all elements of the service, Intellectual property, the users and information concerning the services and users.
2. Just-dial reserves the right to terminate or modify the just-dial Service, by giving at least 7 days notice on the web (unless urgently required).
3. The Business Partner shall during the continuance of his membership be entitled to market the Just-dial Service subject to Just-dial's direction.
4. Just-dial shall during the continuance of this Agreement:
- (a) Use reasonable efforts to meet the Business Partner's orders promptly, subject to availability and its other rights in this Agreement;
- (b) Pay commission payments in accordance with the just-dial Commission Plan as modified from time to time. Commission maybe withheld if in any 3 month period the increase in usage over the previous 3 month period is below 15%.
5. The Business Partner is not and shall not hold himself out as an employee or statutory agent of just-dial but is, and shall at all times act as, the principal of his own independent business.
6. The Business Partner shall operate his business in a lawful and ethical manner and comply with the codes of the Direct Selling Association and any other applicable codes and legislation.
7. The Business Partner hereby acknowledges that he is not under any circumstances neither authorised nor permitted to make representations on behalf of or incur liabilities on behalf of just-dial.
8.
- (a) The Business Partner shall at all times comply with just-dial's policies and procedures as set out in any Conduct Instructions provided by just-dial. The Conduct Instructions can be modified by just-dial in such manner as it reasonably thinks fit on 7 days' notice. The Conduct Instructions form part of this Agreement.
- (b) Just-Dial has the right not to pay commission or bonus of minimum orders, if their frequency or the number of customers introduced falls below any minimum set by the Company from time to time. Just-Dial may set off any amount due from just-dial to the Business Partner from any amount due from the Business Partner to just-dial.
- (c) The Business Partner agrees should any commission remain unclaimed by the Business Partner from Just-Dial for a period exceeding 21 days (from the date of such commission being due), the Business Partner shall automatically waive his right to claim such commission payments and Just-Dial shall reserve the right to write-off any such unclaimed commissions.
- (d) It shall be the Business Partner's responsibility to keep Just-Dial informed of any changes to his billing details, in order to enable Just-Dial to maintain correct records and issue appropriate payments to the Business Partner.
- (e) Any notice, request, instruction or other document to be given hereunder shall be delivered or sent by first class post or by electronic or facsimile transmission to the contact details of each party and any such notice or other document shall be deemed to have been served (if hand-delivered) at the time of delivery, (if sent by post) upon the expiration of 48 hours after posting and (if sent by electronic or facsimile transmission) upon the expiration of 12 hours after dispatch.
9. The Business Partner shall not make any misleading, false or exaggerated claims about the just-dial business opportunity or just-dial products and services and shall not describe just-dial's products or services or make any warranties in relation to them except in terms authorised by just-dial in writing.
10. More than 100,000 calls per month requires written approval.
11. This Agreement shall remain in force from the date hereof and continue until terminated by either Party on provision of 30 days' prior written notice.
12. The Business Partner shall pay all amounts owing to just-dial within 30 days of the date of invoice.
13. Immediate termination of this Agreement by just-dial shall be permitted where:
- (a) The Business Partner engages, whether directly or indirectly in any other business opportunity involving the marketing of telecommunications services or of similar products, discounts and/or services (including pre-paid calling cards) to those provided by just-dial;
- (b) The Business Partner signs or the purports to sign any contract, agreement or other document whatsoever on behalf of the Company;
- (c) The use of any printed material (other than personal stationery) which has not been specifically authorised by just-dial;
- (d) The Business Partner promotes any goods, business or service which may in any way conflict with just-dial and has not obtained just-dial's prior consent to do so;
- (e) The use of media advertising, which has not been specifically sanctioned by just-dial.
- (f) If the submitted forecast for calls per month is exceeded;
- (g) Such other matters, as just-dial, in its reasonable opinion, deems serious enough to warrant immediate termination; and
- (h) The Business Partner has failed to pay just-dial pursuant to clause 12 above.
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- (a). Either party has the right to terminate this Agreement forthwith by written notice to the other at the other's address if any of the following events shall occur:
  - (i). The other party is in breach of any of his or its obligations hereunder; or
  - (ii). the other becomes bankrupt or insolvent or makes any composition or arrangement with his or its creditors OR a receiver is appointed to any of the assets of the other.
- (b). Either the business partner or just-dial may terminate this agreement on giving at least 30 days' prior written notice to the other without cost or penalty to either party.
15. The address of just-dial for the purpose of service of notices and return of goods shall be 3rd Floor , Building One, Chiswick Park, 566 Chiswick High Road, W4 5BY.
16. Save as expressly provided by this Agreement just-dial shall not be liable for any debts or liabilities whatsoever incurred by the Business Partner whether or not the same have been incurred during the term of this Agreement.
17. No person under the age of 18 years is eligible to become a Business Partner of just-dial and any Agreement purported to be signed by such person shall be null and void.
18. This Agreement and the Conduct Instructions shall constitute the whole of the contract between just-dial and the Business Partner.
19. It is an express term of this Agreement that the Business Partner shall not be entitled (without the written consent of just-dial) to make any alteration or amendment whatsoever either to the Agreement or to any official promotional or marketing literature nor shall the Business Partner suffer or permit any other person to make any such alteration or amendment.
20. If any provision of this Agreement shall be found to be invalid or unenforceable, the same shall not affect the validity or enforceability of this Agreement as a whole, which shall in such a case be construed as though the invalid or unenforceable provision had been omitted.
21. This Agreement shall be construed according to English law where the Business Partner is resident in England or Wales and according to Scottish law where the Business Partner is resident in Scotland.
22. Just-dial's liability to Business Partner in respect of breach of this Agreement and/or negligence shall be limited Ł10,000 for any single event or series of events in any period of 12 calendar months whether connected or unconnected. just-dial shall not be liable for any indirect or consequential loss or damage. This clause does not seek to exclude liability for death or personal injury.
23. Number disconnections and related commissions. Just-dial reserves the right to claw back and/or disconnect any and all numbers or text message keywords and related commissions that:
- (a) Just-dial has reasonable grounds to believe are or have been used to commit a fraud;
- (b) are subject to the issuance of a notice by BT group that numbers and revenues stated represent traffic profiles consistent with AIT indicators described [in Annex E of the Standard Interconnect Agreement between Telco Global Networks Limited and BT] ;
- (c) are requested or ordered to be disconnected by ICSTIS or OFCOM;
- (d) are required to be disconnected by law; or
- (e) are deemed by just-dial to be inappropriate or offensive.
  Just-dial has the right to withhold all commissions from any Business Partner that has a number that has been clawed back or disconnected for any of the above reasons.
24. Price band changes
- (a) Just-dial reserves the right to add or withdraw any destinations from any price band without notice.
- (b) If a destination is added to a price band below the current one just-dial will inform all agents/affiliates of the change. The destination will continue to be available in the higher banding. If Business Partner is already reselling the lower price band number, he or she can take action in relation to existing customers and /or ongoing marketing. If the Business Partner does not have the lower price band number, they may apply for it on-line.
- (c) If a destination is added to a price band above the current one just-dial will inform all Business Partners of the change. The destination will be removed from the lower banding. If a Business Partner is reselling the lower price band number, he or she must take action in relation to existing customers and /or ongoing marketing. If a Business Partner is already reselling the higher price band number, he or she can take action in relation to existing customers and / or ongoing marketing. If the Business Partner does not have the higher price band number, they may add it to their number range.
25. Promotional Literature
- (a) The just-dial business partner is required to ensure that:
  - (i) all promotional material explains clearly how to use the service;
  - (ii) all promotional material warns that a charge is incurred even if the international number is engaged or the call is not answered;
  - (iii) all promotional material must advise callers to replace the handset after a short period if they hear an engaged or unanswered ringing tone; and
  - (iv) all promotional material must warn persons under the age of eighteen that they may be permitted to use the service, but that callers must obtain the bill payer's permission before calling
26. ICSTIS compliance
- (a) All Business Partners for the provision of just-dial Extra Premium Rate Service must observe the ICSTIS Codes (Copies of the code can be found on the ICSTIS website http://www.icstis.org.uk/).
- (b) In the event that the Business Partner sub-allocates numbers, the Business Partner must incorporate into any contracts that are made with any other Party for the provision of Premium Rate Services provisions requiring such other Party to observe the Codes (and to provide such other Party with a copy of the current editions of the Codes) and enabling just-dial to enforce any sanctions imposed under them and to take action as envisaged in clause 3.2. of the [ninth edition of the Code of Practice].
- (c) Where ICSTIS advises just-dial of a breach of the Code of Practice by a Business Partner using the telecommunications network provided or operated by Telco Global Networks Limited, just-dial will be allowed to:
  - (i) act upon any request or recommendation ICSTIS makes for access to be barred to all or any of the Premium Rate Services of the relevant Business Partner for such period or periods as ICSTIS shall require in writing insofar as such action is in accordance with the Codes of Practice; and
  - (ii) withhold all sums payable to the relevant Business Partner until such time as the Business Partner pays to ICSTIS all sums due to meet fines, administrative charges or other sums payable to ICSTIS under the Code and to itself pay the sums due to ICSTIS on behalf of the Business Partner out of monies withheld (as notified by ICSTIS in writing to Telco Global Networks Limited).
27. Number claw back
- (a) Commission accrued to a Business Partner terminates at the end of the calendar month in which the number or text message keyword is clawed back by just-dial. The payment of that final accrued commission is payable under the standard payment terms for just-dial.
- (b) Just-dial reserves the right to claw back, without notice, a specific number or text message keyword if the total traffic through that specific number allocated to that specific Business Partner falls below the criteria below:
  - (i) In the fifth calendar month the traffic on a specific just-dial number must exceed 5,000 minutes or, for a top-up number /text message keyword, must exceed 200 top-ups for that month. Any time after that if traffic falls below 5,000 minutes for three consecutive months the number may also be clawed back; or
  - (ii) For the purposes of the above the first calendar month will be deemed to be the month that contained the day the Business Partner was informed of their specific number having been activated.
    The term "Business Partner" used in this agreement is for descriptive and marketing purposes only. Nothing in this Agreement is intended to express or imply the existence of any partnership, joint venture or collaboration other than as contained in the express terms of this Agreement.
    
    Just-Dial is a Trademark and trading style of TELCO GLOBAL NETWORKS LIMITED a company incorporated and existing under the laws of England and Wales, with company number 04214792 whose registered office is situated at 1 Portal Way, London W3 6RS. Email: agent@just-dial.com