TERMS AND CONDITIONS AGENTS

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 and subject to a minimum commission of £10.00 being payable to the Business Partner. 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 purports to sign any contract, agreement or other document whatsoever on behalf of New Call Telecom Limited;
(c) The Business Partner uses 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 by Business Partner 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.

(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 Just Dial Department, New Call Telecom Limited, 6 Snow Hill, London, EC1A 2AY.
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.
22. Just-dial's liability to Business Partner in respect of breach of this Agreement and/or negligence shall be limited £10,000 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 notified by BT to just-dial ;
(c) are requested or ordered to be disconnected by Phone Pay Plus 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) Just Dial Instant; the just-dial business partner is required to ensure that:

(i) all promotional material must include the full cost of using the service and must be prominent, clearly legible, visible and proximate to the Just Dial Instant Access Numbers;
(ii) all promotional material explains clearly how to use the service;
(iii) all promotional material warns that a charge is incurred even if the international number is engaged or the call is not answered;
(iv) all promotional material must advise callers to replace the handset after a short period if they hear an engaged or unanswered ringing tone; and
(v) all promotional material must warn callers to obtain the bill payer's permission prior to using the service;
(vi) all promotional material must contain a UK non premium rate contact number;
(vii) all promotional material must contain the Service Provider’s Name; New Call Telecom Limited;

(b) Topup2talk; the just-dial business partner is required to ensure that:

(i) all promotional material must include the full cost of using the service and must be prominent, clearly legible, visible and proximate to the premium rate top up number, short code or other means of access to the topup2talk service;
(ii) all promotional material explains clearly how to use the service;
(iii) all promotional material must warn customers to obtain the bill payer’s permission prior to using the service;
(iv) all promotional material must explain to the customer that calling credit will expire following 90 days of non use of the service;
(v) all promotional material must explain to the customer that the service may be used from the mobile number or landline number used for obtaining calling credit or from another phone using a PIN;
(vi) all promotional material must contain a UK non premium rate contact number;
(vii) all promotional material must contain the Service Provider’s Name; New Call Telecom Limited;

(i) all promotional material must include full pricing information and must show that the service is a subscription service, the cost of subscription to the service and frequency of the billing period. This information must be prominent, clearly legible, visible and proximate to the short code or any call to action;
(ii) all promotional material must include opt-out information. This information must be prominent, clearly legible, visible and proximate to the short code or any call to action;
(iii) all promotional material clearly shows how to use the service;
(iv) all promotional material must clearly explain that the service can only be used from the mobile number used for subscription to the service;
(v) all promotional material must warn customers to obtain the bill payer’s permission prior to using the service;
(vi) all promotional material must contain a UK non premium rate contact number;
(vii) all promotional material must contain the Service Provider’s Name; New Call Telecom Limited;

26. Compliance with regulations

(a) All Business Partners for the provision of Just Dial Instant, Topup2talk and JD Unlimited services (for the purposes of this clause, the “Premium Rate Services”) must observe the PhonepayPlus Code of Practice (the “PPP Code”) (a copy of which can be found on the PhonepayPlus website http://www.phonepayplus.org/) and the Code of Practice for Service Delivery of Common Mobile Shortcodes in the UK for all Communications Media (a copy of which can be found at the Shortcode Management Group’s website at http://www.short-codes.com/pages/documents.php) (the “SMG Code”) and O2’s Audit Standards for the operation and promotion of services on their network togther with their charging policy for red and yellow cards for any breach of the Audit Standards (together the “Codes”).
(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.
(c) Where PhonepayPlus advises just-dial of a breach of the PPP Code by a Business Partner using the telecommunications network provided or operated by New Call Telecom Limited, just-dial will be allowed to:

(i) act upon any request or recommendation PhonepayPlus 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 PhonepayPlus shall require in writing insofar as such action is in accordance with the PPP Code; and
(ii) withhold all sums payable to the relevant Business Partner until such time as the Business Partner pays to PhonepayPlus all sums due to meet fines, administrative charges or other sums payable to PhonepayPlus under the PPP Code and to itself pay the sums due to PhonepayPlus on behalf of the Business Partner out of monies withheld (as notified by PhonepayPlus in writing to New Call Telecom Limited).

(d) Where just-dial is advised of a breach of the SMG Code by a Business Partner using the telecommunications network provided or operated by New Call Telecom Limited, just-dial will be allowed to:

(i) set off against any monies, including commissions, due to the Business Partner any fines imposed by the Shortcode Management Group against just-dial as a result of the breach by the Business Partner of the SMG Code; and/or
(ii) reclaim, on a full indemnity basis, the amount of any fine imposed by the Shortcode Management Group against just-dial as a result of the breach by the Business Partner of the SMG Code.

(e) Where just-dial is advised of a breach of O2’s Audit Standards for the operation and promotion of services on their network together with their charging policy for red and yellow cards for any breach of the Audit standares by a Business Partner using the telecommunications network provided or operated by New Call Telecom Limited, just-dial will be allowed to:

(i) set off against any monies, including commissions, due to the Business Partner any fines imposed by O2 against just-dial as a result of the breach by the Business Partner of O2’s Audit Standards; and/or
(ii) reclaim, on a full indemnity basis, the amount of any fine imposed by the O2 against just-dial as a result of the breach by the Business Partner of O2’s Audit Standards.

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.

28. Anti-bribery

28.1 The Business Partner shall:
- (a) Comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (‘Relevant Requirements’);
- (b) not engage in any activity, practice or conduct which would constitute and offence under sections 1, 2 or 6 of the Bribery Action 2010 if such activity, practice or conduct had been carried out in the UK;
- (c) have and shall maintain in place its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, relevant polices and will enforce them where appropriate:
- (d) promptly report to just dial any request or demand for any undue financial or other advantage of any kind received by the Business Partner in connection with the performance of this agreement;
- (e) immediately notify just dial (in writing) if a foreign official becomes an officer or employee or acquires a direct or indirect interest in it.

28.2 The Business Partner shall ensure that any person associated with it who is performing services or providing goods in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on it in this clause (28 Anti-bribery). The party shall be responsible for the observance and performance by such persons of such terms, and shall be responsible directly liable to just-dial for any breach by such persons of any of the relevant terms.

28.3 Breach of this clause shall be deemed a material breach.

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 New Call Telecom Limited a company incorporated and existing under the laws of England and Wales, with company number 7298834 whose registered office is at c/o Collards, 2 High Street, Kingston upon Thames, Surrey, KT1 1EY.

Email: care@just-dial.com