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• (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%.

• (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.

• (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.

• (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.

• (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.

• (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.

• (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

• (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).

• (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