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1. OVERVIEW

All our terms and conditions are published here. Please take time to read through these terms and conditions. You will be asked to accept them if you register for Equitalk.

References to "Equitalk", "we" or "us" are to Equitalk.co.uk Limited, a company registered in England & Wales. The Equitalk "Services" include the telephone service (calls, line rental, line features), the broadband service, the conferencing service and the referral programme. References to "you" are to the person to whom Equitalk's Services are provided. References to "members" are to you and to any other person who may be using the Service from time to time.

2. GENERAL TERMS

2.1. The Equitalk Services are only available to people aged 18 and over who have a BT phone line and who live in the UK.

2.2. You must be the owner (or authorised by the owner) of the phone line(s) that you register with us.

2.3. If you do not choose our line rental service, you will need to continue paying BT for the rental of your line

2.4. By selecting 'I accept' during registration on our web site or by giving us your details over the phone or through the post or by signing an application form you will be agreeing to enter into an agreement with us. This agreement will begin when we accept your application. This agreement is the entire agreement between you and us with regard to the Services.

2.5. You promise that the details that you have supplied us with are true and accurate on the date you give them and that you'll let us know straight away if any of them change.

2.6. You may register once and may maintain only one account.

2.7. It is your responsibility to keep your Equitalk personal password safe. If you do give anyone your password, you'll be responsible for any unauthorised use of your Equitalk account until you notify us about this misuse and give us a reasonable amount of time to suspend authorisation of your password. If you suspect that any unauthorised person is using your Equitalk account, then you must contact us immediately.

2.8. No one else is permitted to use your account. You may not use anyone else's account.

2.9. We may change the Services and these Conditions at any time. We will give you notice of any changes by email and by publishing them on our web site.

2.10. You are responsible for ensuring the compatibility of our services with your requirements and equipment. It is your responsibility to ensure compatibility of the Equitalk Services with any monitored alarm systems and you should check this with your alarm system provider. If we suspend the Service at any time this will affect the operation of your monitored alarm system. We do not accept liability in connection with your monitored alarm system, except liability for death or personal injury caused by our negligence or that of our agents.

2.11. We do not guarantee the Services will be uninterrupted or fault free. However, if there are faults with the Services, we will try to fix them as quickly as we can. That is the limit of our responsibility.

2.12. Nothing in this agreement seeks to exclude our liability to you for death or personal injury that is caused by us or our employees' negligence. Not withstanding the forgoing our total liability to you under this agreement is limited to the total charges you have paid in the 12 months before the loss or damage.

2.13. We are not liable for any indirect or consequential losses, including negligence, loss of profit, loss of savings including anticipated savings, loss of business contracts or any other loss howsoever arising.

2.14. You can contact us through our web site (www.equitalk.co.uk) or by phone or by post (as detailed on the web site). We may contact you by email, phone, personal delivery or by pre-paid post.

2.15. We may suspend immediately the provision of the Service to you until further notice without compensation if we believe that you are in breach of these Terms & Conditions or if we are obliged to conform to an order from H M Government, emergency or law enforcement services or a supplier. If we suspend the Services to you, due to your breach of these Terms & Conditions, you shall reimburse us our costs and expenses reasonably incurred by our suspension of the Service and/or the recommencement of the provision of the Service to you. If we exercise the right to suspend the Service this shall not affect our right to terminate the Contract.

2.16. Neither you nor we shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control.

2.17. Monitoring or recording of calls between you and us (or our suppliers) may take place for our business purposes.

2.18. We may hold information that you provide to us or that we may obtain from another source (such as our suppliers, marketing organisations or credit reference agencies). You authorise us to hold and use your information and to pass that information to third parties to support us with our business activities which include service provision, credit checking, debt collection, billing, payment processing, customer service, marketing and legal or regulatory activity.

2.19. You may not transfer the whole or any part of this contract without our prior written consent. We reserve the right to assign, subtract, transfer or otherwise deal with the whole or any part of this contract at any time.

2.20. If you have a complaint or query regarding any aspect of the Service including your bill, please contact our Customer Services at customer.service@equitalk.co.uk or 0800 651 1010.

2.21. If you are not happy with our response to any complaint that you make you may refer your complaint to the Telecoms Ombudsman at www.otelo.org.uk or on 0845 050 1614.

2.22. We can cancel this agreement at any time by notifying you on one month's notice. If we terminate this agreement you may not rejoin unless specifically invited to do so by us.

2.23. We may cancel this agreement immediately by giving notice to you at the email address you have given to us if:

a. at any time any supplier ceases to provide services to us such that we are unable to continue to provide the Service to you

b. we are unable to collect any payment due

c. you go over your credit limit

d. your method of payment expires or is cancelled and not replaced;

e. you do not use your account for three months or more

f. you are declared bankrupt or you make an arrangement with your creditors

g. any aspect of the service is misused

h. you are or become, of unsound mind within the meaning of the Mental Health Act

i. you break any of the terms of this agreement

j. there is unauthorised use of your password through your fault or neglect or

k. we have reasonable grounds for suspecting any of the above.

2.24. If a court decides that any part of this agreement cannot be enforced, that particular part of the agreement will not apply, but the rest of the agreement will.

2.25. This agreement is governed by English law and the English Courts have exclusive jurisdiction to resolve any disputes arising under it.

3. BILLING & PAYMENT

3.1. We shall prepare and send to you a statement once a month and you shall pay any amount due within 14 days.

3.2. You shall be liable for all charges for using the Equitalk Services. Our charges are set out in our latest published price list that is available on our web site from time to time. We may change our prices at any time and will endeavor to give you at least 14 days notice.

3.3. When you join us, you authorise us to arrange for your payments to be automatically taken from your debit card, credit card or Direct Debit bank account, depending on the payment method you selected.

3.4. You must pay for all your Services using the same payment details.

3.5. You must notify us promptly of any problems after they first appear on your statement. If you do not bring them to Equitalk's attention within 90 days you will have waived your right to dispute those problems or discrepancies.

3.6. If your credit or debit card or Direct Debit payment fails, we reserve the right to make a £10.00 (inc VAT) charge to cover the costs we incur in contacting you, collecting payment and setting up new payment details. If we continue to be unable to collect a payment, we reserve the right to pass your debt over to our debt collection agency and pass on to you any additional costs incurred. We shall also be entitled to charge you a monthly administration fee for each month in which your direct debit is dishonored or not reinstated following cancellation.

3.7. If you are late in meeting a payment, we may charge you interest on the amount you owe us. We will charge you interest at a rate of 5% above the base lending rate of Barclays Bank. We will calculate this interest on a daily basis over 365 days in the year. If you have more than one account with us, we may transfer money from any of your accounts that are in credit to pay any account that is overdue.

3.8. If the Service is cancelled or ended, any money you owe us immediately becomes due for payment.

3.9. We will give you a credit limit when you open your account and we may change that at any time without prior notice. If you exceed your pre-agreed Credit Limit between monthly bills:

a. you authorise us to automatically collect 'Top Up' payments up to your outstanding balance if you are paying by credit or debit card.

b. we may suspend the service and demand immediate payment if you are paying by Direct Debit.

3.10. You are liable for charges during suspension or disconnection unless we decide otherwise.

3.11. We may suspend the Service if:

a. we have not been able to collect your payment for using the Service, or

b. you have exceeded your credit limit, or

c. we suspect, or you tell us, that there is unauthorised or fraudulent use of your account.

3.12. Phone Call & Line Rental Charges

3.12.1 Charges for calls become due as the calls are made.

3.12.2 Charges for monthly tariffs and line rental are due monthly in advance from the date you are connected.

3.12.3. We will endeavor to bill you for all the calls you have made within 3 months of you making those calls, but if we receive call details from our network suppliers after 3 months those will also be billed and appear on your statement.

3.12.4. If the calls that you make cost less than £3.00 (inc VAT) over a 3 month period, we may add a £1.00 processing charge to collect the amount owed. If you have not made any calls, we will not collect any money. We make this charge to cover our costs in collecting this money.

3.13. Broadband Charges

3.13.1. Broadband charges are due monthly in advance from the date you are connected.

4. THE TELEPHONE SERVICE (CALLS & LINE RENTAL)

4.1. After you have applied to join the Telephone Service, if your application is successful, we will send you a letter to confirm your switch-on date (usually within 10 working days).

4.2. You may cancel your application by contacting our Customer Services within 7 working days (the "Cooling Off" period). After this period Equitalk will go live.

4.3. Once the Telephone Service is live you may cancel it at any time after the end of the minimum contract period (which you will be made aware of when joining). It will usually take around 10 working days to switch off. Customers who choose the Broadband Service may not cancel their Telephone Service.

4.4. You are responsible for supplying equipment to use the Telephone Service. You must ensure that such equipment is suitable and your use of it is legal.

4.5. Services provided by other communications providers will be automatically removed from your line when we connect you to the Equitalk service. You should be aware that certain services you may receive from other providers may not be available from Equitalk or may be charged differently. You authorise us to act on your behalf in all dealings with any other telecommunication network operators that may be required to provide you with our services. If your line(s) has been registered with another telecoms company that uses the dialing code 1664, you authorise us to close your account with them.

4.6. The Telephone Service is provided to you for your use. You may not re-supply or re-sell the Telephone Service to any person but you may introduce people as described in the Referrals Programme.

4.7. If you choose to access the service with a prefix code, you are responsible for using the correct codes. If you do not use the correct codes for your calls, you will not be using the Telephone Service and we cannot be responsible for any charges you incur.

4.8. If you move house or your line is disconnected from the Carrier Pre Select service by BT (or another service provider) your tariff will remain on your line (for access using a pre-fix code). If you no longer wish to have this tariff on your line, or you wish to close your account you will need to let us know by contacting Customer Services. If you do not, your existing tariff and account will not be terminated and you will be liable for any charges that remain due.

4.9. Equitalk residential customers can talk to each other for free. This applies to calls between customer's BT landlines which are connected to the Equitalk Carrier Pre Select service. This excludes calls which are not routed over the Equitalk network and non voice calls (internet & data) and non-geographic calls (e.g. mobile, Premium Rate, 0845, 0870). This does not apply to customers on the Equitalk 1664 tariff.

4.10. UK HomeTime / FreeTime2 entitle residential customers to make unmetered off-peak (evening and weekend) local and national calls to any geographic number in the UK from your home fixed line. Non-inclusive calls will be billed at the Equitalk Direct / FreeTime1 rates.

4.11. UK AnyTime / FreeTime3 entitle residential customers to make unmetered local and national calls at any time to any geographic number in the UK from your home fixed line. Non-inclusive calls will be billed at the Equitalk Direct / FreeTime1 rates.

4.12. International Unlimited entitles residential customers to make unmetered calls at any time to landline numbers in the specified list of countries (please see Equitalk price list) from your registered home line. Non-inclusive calls and calls lasting more than 60 minutes will be billed at the International Saver rates.

4.13. UK HomeTime, UK AnyTime, FreeTime2, FreeTime3, International Unlimited and Free Calls are available to residential customers. If, at anytime, your usage does not match that which we would reasonably expect for a residential customer, we may, at our sole discretion:

a. no longer consider you to be a residential customer;

b. immediately suspend your savings plan and start billing you in accordance with our FreeTime1 or Equitalk Direct prices;

c. inform you by email that we have removed either of these packages from your line(s)

4.14. Savings plans with monthly fees are charged monthly in advance for each line on the plan.

4.15. You may cancel savings plans with monthly fees with 1 month's notice.

4.16. If you want to connect equipment to the Network other than using a main phone socket you must obtain permission from us first. You must not connect any equipment to the Network which may harm the Network or the equipment of other users of the Network. If you do, you must disconnect such equipment immediately or we will disconnect it for you at your cost and expense.

4.17. If you have monitored safety, security and other systems (such as alarm systems) installed in your home you will need to check with your system provider that the system is compatible with the Equitalk Service. You should be aware that if there is an interruption to the provision of the Equitalk Service this will affect the operation of your system. We accept no liability whatsoever for your use of, or any failure of or interruption to, your system which may arise out of or in connection with the Equitalk Service, except for liability for death or personal injury caused by our negligence or the negligence of our employees or agents.

4.18. Faults affecting the Equitalk phone service.

4.18.1 You must immediately let us know by telephoning our customer services department if you are suffering or suspect that there is a fault with the Equitalk Service. We will endeavor to correct the fault as soon as practicable. If you contact a third party telecommunications provider, it is unlikely that they will deal with your request. If a third party telecommunications provider does deal with your request, you will be solely responsible for their charges.

4.18.2. If there are any faults with the Equitalk Service, we will be responsible for those faults if they arise out of any act or omission by us (or a third party authorised by us) or they are due to fair wear and tear. You will be responsible for all charges that we incur in repairing any fault with the Equitalk Service which arises out of or in connection with any act or omission by you or any third party for whom we are not responsible. If a fault with the Equitalk Service is caused by any equipment owned by you or leased by you from a third party or relates to the telephone line inside your home we will charge you for any work we carry out to fix the fault as set out in the Price List and we may also disconnect that equipment without giving you any prior notice and without incurring any liability to you. You should be aware that we are only responsible for the exterior telephone line outside of your home or, in the case of a block of flats, we are only responsible for the exterior telephone line outside the building.

4.18.3. Where we arrange for an engineer to visit the Location to attend a fault we will agree with you a mutually convenient time for the engineer to visit the Location. We will use reasonable endeavors to ensure that the engineer arrives at the agreed time but we cannot guarantee this. If you do not give the engineer access to the Location within that agreed time you will be charged as set out in our Price List.

4.18.4 Our charges for dealing with faults with the Equitalk Service shall be at the rates published in our Price List from time to time. You may telephone our customer services department for further information.

4.19. Telephone number and directory services

4.19.1 Any telephone number provided to you for use with the Equitalk Service is personal to you. You agree that you do not own the telephone number and that you will not sell or transfer any number provided to you. You also agree that you will not advertise your telephone number in any phone box. If you do, we may suspend or disconnect the Equitalk Service.

4.19.2. We may need to change your telephone number or the PINs used for the optional features for reasons beyond our control (such as where we are requested to do so by a Competent Authority) or other reasons (such as where we reasonably believe that the alteration will enhance your use of the Equitalk Service). We will try to give you as much notice of any change as possible.

4.19.3. We do not provide a telephone directory service. If you accept the Equitalk Service, we will provide your details to another telecommunications provider for listing in a telephone directory unless you do not wish to be included in a telephone directory. If your details are already included in a telephone directory and you no longer wish to be included in the telephone directory, you should be aware that your details will only be excluded from the telephone directory when the telephone directory is next updated by the telecommunications provider. We accept no liability whatsoever for any failure by that telecommunications provider to comply with your listing request.

4.19. In the event that the Equitalk Service is suspended or terminated for any reason, your telephone number will automatically return to the telecommunications provider which originally allocated you the number. We cannot guarantee that the same telephone number will be available to you if the Equitalk Service is reconnected in the future.

4.20 TERMINATION

4.20.1. You may end the Equitalk Telephone Service provided under this Agreement by giving us notice. Please send your termination notice to our customer services department by fax, email or post at the address on our Website.

4.20.2. If you agreed to take the Equitalk Service for a minimum fixed term (as specified in your Customer Application Form or as otherwise communicated to you – referred to as the "Initial Term" in this clause):

4.20.2.1 You may terminate this Agreement in relation to the Equitalk Service on giving at least one month’s notice, such notice to be effective no earlier than the end of the Initial Term. In the event that this Agreement is terminated in relation to the Equitalk Service during the Initial Term (or any subsequent additional agreed fixed term), other than by you during the Cooling Off Period or by us as detailed under this Agreement, you must pay all Charges that would have been payable for any remaining period of the Initial Term or any subsequent additional fixed term;

4.20.2.1 If the Agreement is terminated you shall immediately pay us all outstanding Charges for your use of the Equitalk Service, any Optional Features and any other Services.

5. THE BROADBAND SERVICE

5.1 GENERAL TERMS

5.1.1 You need to be an Equitalk telephony customer in order to receive our Broadband Service.

5.1.2. The Broadband Service is intended for residential customers. It has a contention ratio of 50:1.

5.1.3. To receive and use the Broadband Service you will need a number of items including a modem, a BT telephone line, a personal computer of a minimum specification and cables.

5.1.4. We will test your line to see if we can provide you with the broadband service. If any work needs to be done to your telephone line at your Premises to enable you to receive the Broadband Service, you must arrange for BT to do this work for you. This work must be done before we can accept your order and you will be responsible for any and all costs associated with this work.

5.1.5. When your Broadband Service is activated there may be a temporary loss of your BT line for which we shall not be liable.

5.1.6. We will do our best to meet any times and dates given in relation to the Service but we have no liability to you if we are unable to meet them.

5.1.7. The Service speed will be up to 8 Mbps. If we are unable to provide a service at this speed we will endeavor to provide service at a lower speed, at the same price.

5.1.8. We will provide a Technical Support helpline to provide information and advice to you on technical issues relating to your use of the Broadband Service.

5.1.9. We will provide to you a username and password in order to access the Broadband Service. You must keep this information secret and will let us know if you suspect your account is being used by someone else. You agree to take all necessary steps (or such steps as may be requested by us) to prevent such use.

5.2 CONTRACT DURATION & CANCELLATION

5.2.1. Your Broadband Service will go live on the Commencement Date. If you wish to cancel your order prior to the Commencement Date, we shall cancel your order as soon as possible. However, BT may charge us a connection fee of up to £45 plus VAT for any work that they may have undertaken to connect your line and you agree to pay us this connection fee.

5.2.2. This contract shall start on the Commencement Date and shall continue for a Minimum Period of 12 months. Following the Minimum Period this Contract shall continue until it is terminated by Equitalk or by you providing us with a minimum of one month's prior written notice (the Broadband Service is only billed in whole calendar months).

5.2.3. You may cancel the Contract with us at any time before the Commencement Date. After the Commencement Date, the cancellation provisions of The Consumer Protection (Distance Selling) Regulations 2000 will not apply to our supply of the Broadband Service to you and you may only terminate the Contract in accordance with Clause 5.2.6 or, if the Minimum Period has elapsed, in accordance with Clause 5.2.2 above. If you cancel the Contract prior to the Commencement Date and we have supplied you with a Modem you will need to return it to us - see Clause 5.5 below.

5.2.4. Please send your termination notice to our customer services department by fax, email or post at the address on our Website.

5.2.5. In the event that rental of your telephone line is terminated or you change the services on your line such that the Broadband Service is unable to operate normally, the Broadband Service will be terminated and you will be liable to us for the charges that remain due for the Minimum Period.

5.2.6. Notwithstanding any provision of the Contract, either you or we (without prejudice to our other rights) may terminate the Contract by giving notice in writing to the other, in the event that:

a. the other is in material breach of any provision of this Contract and (where such breach is remediable) fails to remedy that breach within thirty (30) days of written notice from the innocent party specifying the nature of the breach; or

b. the other is subject to bankruptcy or insolvency proceedings or makes any arrangements or composition with or assignment for the benefit of its creditors, or if it goes into either voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation or a receiver or administrator is appointed over its assets.

5.2.7. If the Contract is terminated you shall immediately pay us all outstanding charges for your use of the Broadband Service up to the date of the termination or up to the end of the Minimum Period, whichever is the greater.

5.3 MOVING THE SERVICE

5.3.1. If you are migrating to the Equitalk Broadband Service from another broadband service provider, you will need to obtain a Migration Authorisation Code ("MAC") from them. This MAC will be valid for 30 days from the date of issue and can only be used once. It is your responsibility to obtain this code and to ensure that you provide it to us in sufficient time to process your migration. We will not be responsible for any delay, costs, expenses, loss or damage arising or incurred by you through failure to connect you to the Broadband Service. Your migration to the Equitalk Broadband Service is subject to a Migration Charge.

5.3.2. If you move house and want to access the Broadband Service at your new address you will need to let us know by contacting Customer Services. If you do not, your existing account will not be terminated and you will be liable for any charges that remain due in respect of the Minimum Term relating to that account.

5.3.3. There will be a charge for disconnecting your Service at your old address and connecting it at your new address.

5.3.4. When you have moved house, a telephone line test will need to be carried out. If it is possible to connect you at your new address, your connection will be at the same Transmission Speed as that at your old address prior to your move. However, if it is not possible to connect you at the same Transmission Speed, we shall connect you at whatever Transmission Speed we may determine to be possible. If it is not possible to connect you, you may terminate this Contract provided:

a. you pay us an Early Termination Charge

b. it is no earlier than the date you move house

c. you give us 30 days notice

d. you send us proof of your change of address.

5.3.5. A Re-grade changes your Broadband Transmission Speed. If you request a Re-grade or if we need to carry out a Re-grade when you migrate from an existing Broadband supplier in order to connect you to our 8 Mbps service, we reserve the right to make a Re-grade Charge.

5.4 YOUR USE OF THE BROADBAND SERVICE

5.4.1 You will not use the service:

a. in a way that does not comply with the terms of any legislation or any license applicable to the Customer or that is in any way unlawful or fraudulent or has any unlawful or fraudulent purpose or effect

b. in connection with the carrying out of a fraud or criminal offence against Equitalk, or any other public telecommunications operator

c. to send, knowingly receive, upload, download, use or re-use any material which is abusive, indecent, defamatory, obscene or menacing, or in breach of any copyright, confidence, privacy or any other rights

d. to send or procure the sending of any unsolicited advertising or promotional material other than in the case of the Customer to its own customers

e. in a way that does not comply with any instructions Equitalk or BT has given

f. in a way that in Equitalk's reasonable opinion could materially affect the quality of any service, including the Service, provided by Equitalk, BT or any of Equitalk's suppliers.

5.4.2 The service price includes 20 GB data usage allowance which is the amount of information you are allowed to transfer each month. We may charge you for additional usage.

5.4.3 You acknowledge that our Broadband Service and the network over which it runs are shared between all customers. Whilst we apply no formal caps to your usage, if we believe that your use of the Service is not that of a typical residential customer or that it may adversely affect other customer's enjoyment of the service, then we reserve the right to take appropriate action. This may include, but not be limited to, changing your tariff, limiting your access or disconnecting your Service.

5.4.4. You agree to indemnify us for all losses, fines, damages, claims, costs and expenses suffered or incurred by us arising from or in connection with your use of the Broadband Service.

5.4.5. We do not warrant or guarantee the accuracy or completeness of any content provided with the Broadband Service. You agree that any use that you make of any such content is at your sole risk and is subject to any third party terms and conditions applicable to that content.

5.5 MODEM

5.5.1. If you are not Migrating an existing broadband service to Equitalk, Equitalk may supply you with a Modem. This modem will remain the property of Equitalk at all times. On termination of this contract you must return the modem (including all the relevant packaging, cables and appropriate ancillary equipment or software and documentation supplied to you with the Modem) to us, or our nominated agent, within 14 days. If we do not receive your modem we will charge you the replacement cost.

5.5.2 We shall charge you for package and postage of the Modem.

5.5.3 Following your Order for the Broadband Service we shall (unless you instruct us otherwise) use reasonable endeavors to arrange for delivery of a Modem to your Premises by the delivery date communicated to you. This delivery date is not guaranteed nor is it of the essence of the Contract.

5.5.4 You must inspect the Modem immediately upon receipt and inform us of any damaged or missing items within seven days by telephoning Customer Services. If you receive a faulty Modem we will provide a replacement provided that you return the faulty Modem to us in accordance with the Clauses in this contract.

5.5.5 Provided that you continue to receive the Broadband Service and pay the Charges, we shall at our option repair or replace the Modem if it becomes faulty during the Contract.

5.5.6 We shall not replace any Modem that is lost or becomes faulty as a result of any damage caused to it through your negligence and you will be responsible for the cost of any replacement supplied by us to enable you to continue receiving the Broadband Service.

5.5.7. In the event that we provide you with a replacement Modem as a result of a fault notified to us by you and verified by us, you must, within fourteen days of receipt of the replacement Modem, return the faulty Modem (including all the relevant packaging, cables and appropriate ancillary equipment or software supplied to you with the Modem) to us or our appointed agent in the returns envelope provided. If you fail to return the faulty Modem to us within fourteen days, we reserve the right to charge you the full replacement cost for such Modem.

5.5.8. If you wish to use a modem supplied by a third party rather than that the one by us, we shall as far as reasonably possible try to assist you to use that modem. However, we cannot guarantee that modem will work with our Broadband Service or that we will be able to reconfigure it, nor can we guarantee that Customer Services will be able to provide any advice or assistance to enable you to do so.

5.5.9. If before the Commencement Date you cancel your Order for our Broadband Service and we have supplied you with a Modem, you must either pay us for the Modem or, within fourteen days of notifying us of your cancellation, return the Modem to us or our appointed agent in the returns envelope that we shall send to you. If we do not receive the Modem within this time we reserve the right to charge you the full replacement cost of the Modem.

5.5.10. If you return the Modem to us and have either failed to take reasonable care of the Modem while it remained in your possession or fail to return all the relevant packaging, cables and appropriate ancillary equipment or software and documentation supplied to you with the Modem, we shall be entitled to charge you the full replacement cost of the Modem. To take reasonable care of the Modem you shall retain and keep the original box and packaging for the Modem in good condition and shall ensure that the Modem is stored in accordance with the manufacturer's recommendations.

5.5.11. Before you install the software supplied with the Modem and before you connect the Modem to your computer, you should back up or save any data on your computer.

5.6 EMAIL ADDRESSES

5.6.1. Where we provide you with one or more e-mail addresses you acknowledge that they are not your property and that we are entitled to alter them in our sole discretion. We may change your e-mail addresses where reasonably necessary after providing you with reasonable notice.

5.6.2. You acknowledge that you have no right to sell (or to agree to transfer) or dispose of in any way, any e-mail addresses provided to you by us.

6. THE REFERRAL PROGRAMME

This programme closed to new customers and affiliates from 24/12/04.

6.1 GENERAL RULES

6.1.1. In participating in the Referral Programme, your relationship with Equitalk is as a member only. You are not an agent of Equitalk or its partner or joint venturer. You have no authority to make any statements on behalf of Equitalk. Equally, you have no obligation to make referrals. If you do, you will collect Referral Programme Credits in accordance with Referral Programme.

6.1.2. We retain the right to decline an application by anyone you may refer.

6.1.3. We will only credit you with Referral Programme Credits after we have been paid by users of the Telephone Service that your refer. We will credit your account with your Referral Programme Credits in the month after the persons you have referred ("Referrals") pay their bill in full. If your account is in credit, we will pay you (in line with payment rules) within a month of it showing on your statement.

6.1.4. We reserve the right to recalculate your Referral Programme Credits if the basis for their calculation changes. For example, if one of the people in your referrals tree successfully disputes a bill some time after paying it, we will need to deduct the Referral Programme Credits earned as a result of their original payment. If the original Referral Programme Credits calculation resulted in us paying you money, you authorise us to reclaim that money by deducting it from your credit / debit card.

6.1.5. We may change the Referral Programme in the future, but only if there is a good reason for it. We'll give you reasonable notice and explain our reasons for them. Any changes will be published from time to time on our web site.

6.1.6. The tax treatment of the Referrals Credits we deduct from your telephone bill or credit to you will depend on your own circumstances. You should check this with your tax office or accountant. You are responsible for any tax which may be due.

6.1.7. You agree not to misrepresent or harm the good name of Equitalk and agree not to break any laws in relation to multi-level marketing or in relation to your participation in Referral Programme. You agree not to mislead anyone with regard to the amount of Referral Programme Credits they may earn. You agree to all our policies relating to your use of the Service (including our trademark and Responsible Referrals policies) and understand that failure to abide by this requirement will lead to the loss of all Referral Programme Credits earned by you.

6.1.8. You may not take cash or any other form of payment from people or Organizations you refer.

6.1.9. Each new Referral may only designate one referrer when they apply to join Equitalk. This cannot be changed after the Referral has applied.

6.1.10. We will credit your Equitalk Account with £10 for every customer you refer who gets connected to the Equitalk Phone Service.

6.1.11. If we reasonably believe you have broken the terms of Referral Programme, we will terminate your right to use the Service and any person above you in the tree will not receive benefits from your Referrals. Any accrued but unused Referral Programme Credits will be cancelled. We will also publish your account number. We will not close the accounts of the Referrals in your tree, unless of course they break the terms of this agreement.

6.1.12. If the Service is terminated (whether by you or us), you will lose any unpaid Referral Programme Credits and all of your Referrals. If you rejoin in the future, you will have to rebuild your tree of Referrals.

6.1.13. We will take reasonable care to ensure that the data held by our Referrals tracking systems is accurate. In the absence of manifest error, you agree that this data is final proof of the Referral Programme Credits you have earned.

6.1.14. If you use any of the referral marketing tools available from Equitalk, you must use them solely for the benefit of Equitalk and in accordance with the license agreement detailed below. If you do not, we will terminate your right to use the Service.

6.1.15. You may choose to receive your Referral Programme Credits in one of several ways. You may change your choice at any time and we will use the option you have selected on the day we process the bills (normally within the first 15 days of the month).

6.1.16. You may view your number of Level 1 and Level 2, 3 and 4 Referrals and your Referral Programme Credits earned on our web site. This information is not updated in real time although we will try to update it at least once per day. The number of Referrals in your tree may of course go up and down over time as members join or leave.

6.1.17. You must notify us within 90 days if you have any questions regarding your Referrals Credits.

The following earning rules are closed to new customers and affiliates from 24/12/04. Customers that joined before this date and made referrals will continue to earn credits as described below on customers that they referred who joined before 24/12/04 (customers referred after this date will earn credits as defined in Clause 7):

The Referral Programme Credits that you may earn from Referrals are based on the value of the bill for the Telephone Service (excluding VAT and excluding their own Referral Programme Credits) of the Referrals you introduce as shown below:

Level 1 Referrals (Referrals you introduce) - 5%

Level 2 Referrals (referred by your Level 1 Referrals) - 2%

Level 3 Referrals (referred by your Level 2 Referrals) - 1%

Level 4 Referrals (referred by Level 3 Referrals) - 1%

We refer to the system as a "tree" of Referrals.

6.2 ADDITIONAL RULES FOR PRIVATE INDIVIDUALS

(i.e. users of the Telephone Service who also make Referrals)

6.2.1. We will only credit you with your Referral Programme Credits whilst you are up to date with your payments for using the Telephone Service.

6.2.2. If you are a user of the Telephone Service, we will credit Referral Programme Credits against your Telephone Service bill to reduce the amount you pay. If the Referral Programme Credits you have earned are greater than your bill in a month you may chose to:

a) have the surplus paid to you via the credit / debit card from which you pay us. If the amount due is less than £20, we will accumulate Referral Programme Credits for you until this amount is exceeded, or

b) give your credits to a charity (that you select on our joining pages).

6.3 ADDITIONAL RULES FOR ORGANISATIONS (This programme closed to new organisations and affiliates from 24/12/04).

(I.e. members that make referrals but do not use the Telephone Service)

6.3.1. If you are a VAT registered Organization, you must enter your VAT number when applying to use the Service. We will add VAT to the Referral Programme Credits credited to you and email you a Statement for your accounts. Referrals Credits fall under the Customs and Excise Self Billing Scheme and your organization must account for any output VAT due to Customs and Excise. Please do not invoice us as we cannot accept your invoices (we do this to keep our overheads low to ensure the maximum benefits are returned to members).

You must tell us immediately if your VAT registration number is cancelled or you are issued with a new VAT number.

6.3.2. Referral Programme Credits may be received in one of the following ways:

a. If you are not a user of the Telephone Service, we will pay your Referral Programme Credits to the bank account that you have notified us of when joining. If the amount due is less than £20, we will accumulate Referral Programme Credits for you until this amount is exceeded.

b. You may give your Referral Programme Credits to a Charity (as selected on the Equitalk site)

6.3.3. The following is a letter from HM Customs & Excise which we are obliged to reproduce (applicable to VAT registered Organizations only):

----------------------------------------------------

26 February 2001

TO : Equitalk.co.uk Ltd FROM : HM Customs & Excise

Dear Sirs

VAT REGISTRATION NUMBER 742 4790 23

SELF BILLING: NOTIFICATION OF THE COMMISSIONERS' CONDITIONS

With reference to your request (undated) to adopt a self-billing system for VAT purposes in respect of organisations registered with Equitalk on 5 February 2001.

The Commissioners are prepared to grant approval subject to your acceptance of all the following conditions:

1. Approval may be withdrawn, at anytime, if your need for self-billing ceases to exist, any irregularities occur, or any of the following further conditions are not observed.

2. Your suppliers must not issue tax invoices in respect of the transactions covered by your self-billing system.

3. You must NOT:

(a) issue self-billed tax invoices on behalf of unregistered suppliers. If you do so any input tax deducted will be disallowed because you have no entitlement to it. If you have any reason to doubt the validity of the VAT registration number provided by your supplier you should ask your local VAT office to check it, before you issue the self-billed tax invoice; and

(b) issue documents to your suppliers, other than those required under 4 (d) overleaf. These are to be the only invoices issued in respect of the transactions covered by this agreement.

4. You must:

(a) keep and maintain an up-to-date list showing the names, addresses and VAT registration numbers of all your suppliers covered by the self-billing system;

(b) send a copy of that list to this office with your formal acceptance of these conditions;

(c) provide Customs and Excise with an up-to-date list every 12 months;

(d) complete the self-billed "tax invoice" showing the supplier's name, address and VAT registration number, together with all the normal details required on a tax invoice (paragraph 6.2 "The VAT Guide" refers);

(e) clearly mark each "tax invoice" with the statement "THE TAX SHOWN IS YOUR OUTPUT TAX DUE TO CUSTOMS AND EXCISE";

(f) provide a copy of this agreement to all your suppliers covered by the self-billing system; and

(g) request your suppliers to notify you immediately if:

(i) their VAT registration number is cancelled, or

(ii) they are issued with a new VAT number.

5. You and your supplier(s) must comply with normal tax point rules in accordance with "The VAT Guide", Chapter 5.

Yours faithfully

A Melville (Ms)

Officer

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6.4 RESPONSIBLE REFERRALS POLICY

Equitalk understands that you want to encourage your friends, family and work colleges to sign up so that they may benefit from great value phone calls. However, we do not want you to damage Equitalk's reputation through the use of unrequested, inappropriate or unwelcome communication with people you do not know.

Equitalk prohibits you from :

6.4.1. Sending emails to people or to groups of people you do not know (also known as spam). Members using spam will have their right to use the Service terminated.

6.4.2. Messages posted to usenet message boards or chat rooms that are unrelated to the topic under discussion

6.4.3. Distributing material illegally or without an appropriate license

6.5 REFERRAL MARKETINGS TOOLS LICENCE

6.5.1. Equitalk grants you a limited license to use the Equitalk referral marketing tools available on the web site (shown on, or linked from, the page titled 'Referrals'). Your use of the tools is strictly limited to using it in such a manner as Equitalk believes reasonable to promote Referrals. We may end this license at any time and for any reason.

6.5.2. Web site owners are responsible for all the costs and contents of their own web sites.

6.5.3. Since you have not paid anything for use of the licensed materials, Equitalk's liability for any loss or damaged caused by using the materials is limited to £100. Equitalk shall have no liability for any unforeseeable or economic loss caused by using the licensed materials.

6.5.4. You may not use our marketing tools on web sites that copy all or part of the Equitalk web site, on sites with objectionable, pornographic, offensive or illegal contents or on sites that may damage the good name of Equitalk.

6.5.5. You may not use these tools to imply that we endorse or sponsor your web site.

7. PROMOTIONS

7.1 "REFER A FRIEND" OFFER

7.1.1. The offer only applies to Equitalk Customers (users of the phone service) and Affiliates (organisations that refer customers) with open Equitalk accounts.

7.1.2. The offer is restricted to one account registration per household or business address.

7.1.3. The people you refer must enter your account ID when they join. This must be entered when the account is opened and cannot subsequently be entered. You cannot be credited with people you refer that do not enter a ‘Referrer’s Account ID’ or enter an incorrect ‘Referrer’s Account ID’ when joining.

7.1.4. Equitalk retains the right to refuse a potential customer that you refer. Any customer that you refer must meet and agree to Equitalk’s Terms & Conditions and must successfully pass all of Equitalk’s checks and account provisioning.

7.1.5. For every 'Active Customer' that you refer, Equitalk will credit your account. This will be shown on your monthly statement. The value of the credit may be varied by Equitalk at any time. The value of the credit is that which is shown on Equitalk's web site home page at the time the customer you refer joins.

7.1.6. An 'Active Customer' is one that is using the Equitalk phone service to make phone calls. Equitalk reserves the right to require that a referred customer must pay for £30 (inc VAT) of calls before crediting your account with the "Refer a Friend" credit.

7.1.7. Any credits will firstly be used to offset your monthly phone bill. Any remaining credit up to £20 will be carried over to subsequent months. If your account is in credit by more than £20, Equitalk will pay the full amount to your credit / debit card.

7.1.8. The maximum number of people you may refer in this offer is 5. Any referrals made above this will be credited to your account at the sole discretion of Equitalk. You may only make referrals from one Equitalk account.

7.1.9. This offer may be withdrawn at any time at the sole discretion of Equitalk.

7.1.10. If any credit remains unused after 3 months or in the event that Equitalk ceases to trade, any amounts owed will be lost and Equitalk will have no liability to the customer.

The Promoter is Equitalk.co.uk Ltd, Britannia House, 958-964 High Road, London N12 9RY.

7.2 "FREE IPOD NANO" OFFER

7.2.1. The offer is open to Equitalk Customers:

- who have an open phone account, and

- who have one or more lines connected to the Equitalk service via Carrier Pre Select, and

- who have no overdue payments.

7.2.2. The offer is also open to Kleeneze Distributors with an open Phone or Affiliate account.

7.2.3. The offer is restricted to one iPod nano per Equitalk Account and one per UK address.

7.2.4. The people you refer must enter your Equitalk Account ID when they join. This must be entered when the account is opened and cannot subsequently be entered. You cannot be credited with people you refer that do not enter a ‘Referrer’s Account ID’ or enter an incorrect ‘Referrer’s Account ID’ when joining.

7.2.5. Equitalk reserves the right to refuse a potential customer that you refer. Any customer that you refer must meet and agree to Equitalk’s Terms & Conditions and must successfully pass all of Equitalk’s checks and account provisioning.

7.2.6. You will qualify for an iPod nano when you have referred 3 or more customers who each:

- have an open phone account, and

- have one or more lines continuously connected to the Equitalk service via Carrier Pre Select for 3 or more months, and

- have no overdue payments, and

- have joined between 1st October, 2005 and 9th January, 2006 (the closing date for entry to this offer).

7.2.7. Equitalk reserves the right to require that you and your referred customers have each paid for a minimum of £30 (inc VAT) of phone calls before sending you an iPod nano.

7.2.8. The offer is for an iPod nano (2GB). Equitalk reserves the right to provide a cash alternative (to the value of an iPod 2GB nano) or to substitute an alternative product with a similar value if it is not possible for any reason to supply iPod nanos.

7.2.9. We will check to see if you have qualified to receive an iPod nano on the following Qualification dates: 23rd January 2006; 20th February 2006; 20th March 2006; 24th April 2006.

7.2.10. On the first date that you qualify we will send you a voucher by post to the address on your account. It is your responsibility to ensure that your Equitalk account has the correct address. Once you receive your voucher, you must complete and return it within 30 days for us to verify your shipping address.

7.2.11. Equitalk will endeavor to send your iPod nano to you within 30 days of receiving your voucher.

7.2.12. Equitalk is not responsible for vouchers or iPod nanos that are dispatched from Equitalk but are not received by you.

7.2.13. We are not responsible for defective products. You should contact the supplier, whose details we will be able to give you, or consult the warranty information supplied with the product.

7.2.14. This offer may be withdrawn or changed at any time at the sole discretion of Equitalk. Equitalk reserves the right to extend the closing date of this offer.

7.2.15. The "Refer a Friend" Offer is not available while this offer is running.

7.2.16. In the event that Equitalk ceases to trade, any amounts and gifts owed will be lost and Equitalk will have no liability to the customer.

The Promoter is Equitalk.co.uk Ltd, Britannia House, 958-964 High Road, London N12 9RY

 

8. KLEENEZE DISTRIBUTOR RULES

8.1. Equitalk is supplying Kleeneze UK Limited with a home phone service for Kleeneze Distributors to join and promote.

8.2. These Terms and Conditions apply in addition to the Kleeneze Terms & Conditions for Distributors. In promoting the Kleeneze Home Phone Service (operated by Equitalk) you are acting as a Kleeneze Distributor.

8.3. To benefit from the Kleeneze home phone service opportunity, Kleeneze Distributors must open an Equitalk Account by joining at www.equitalk.co.uk/kleeneze.

8.4. To qualify for payments Distributors must enter their Kleeneze Distributor Account Number when they join Equitalk (and will be given an Equitalk Account ID). Customers referred by the Distributor must enter the Equitalk Account ID of the Distributor that referred them.

8.5. Connection Bonus. Distributors will be paid a £10 Connection Bonus for every new customer that a Distributor introduces to the service and is connected to the service (via Carrier Pre Select) after 3 months.

8.6. Quick Start Bonus. Distributors will qualify for an additional £20 Quick Start Bonus if 8 new customers are connected (via Carrier Pre Select) within the first 90 days of a Distributor joining.

8.7. On-Going Income. Distributors will qualify for on-going income based on a share of the cash collected from each customer introduced. This will be equal to 15% of the Kleeneze Sales Plan Value.

8.8. All Equitalk related earnings will be calculated by Kleeneze in line with the Kleeneze Sales Plan. Earnings will be shown on Distributor's Kleeneze statements and paid by Kleeneze directly to Distributors.

8.9. Payments will be made monthly, 3 months in arrears.

8.10. There is no limit to the number of customers a Distributor may introduce.

8.11. Customers introduced by Kleeneze Distributors must qualify for the service and have a BT phone line. Equitalk reserves the right, at its sole discretion, to decline any customer application.

8.12. There is no charge for Kleeneze Distributors to join the home phone service opportunity.

 

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