Terms of Service

1. Definitions

In these terms:

• "Numeratel", "we", "us", "our" means [Registered company name], registered in [country] under number [company registration number], with its registered office at [registered address].
• "Customer", "you", "your" means the person or organization that requests or receives the Services.
• "Services" means the voice connectivity, virtual numbers, SIP connectivity, and related services we agree to provide.
• "Order" means the written confirmation of the Services, configuration, and commercial terms agreed between us.
• "AUP" means the Acceptable Use Policy, as updated from time to time.
• "Agreement" means these terms, the AUP, the Privacy Policy, and any Order.

2. Requests and approval

Numeratel operates a request-based onboarding process. There is no automated registration and no instant activation. Submitting a request, providing information, or corresponding with us does not create a contract or entitle you to the Services.

We may request information and documentation in order to review a request, including identity, company registration, address, website, intended use, consent arrangements, and technical detail. We may verify that information with third parties where lawful to do so.

We may decline any request on the basis of availability, risk, compliance requirements, intended use, network considerations, or any other reasonable ground, and we are not obliged to provide a detailed reason. A contract is formed only when we confirm an Order in writing.

3. Provision of services

We will provide the Services with reasonable skill and care, in accordance with the Order and these terms. Service descriptions on our website are general and do not form part of the Agreement unless incorporated into an Order.

Availability of any destination, number type, or capacity depends on the requested market, applicable regulation, carrier arrangements, and current inventory. Nothing we publish constitutes a commitment that a particular market, number, or capacity will be available to you.

We may make changes to the Services, network configuration, or routing where necessary for security, capacity, legal or regulatory compliance, or carrier requirements. Where a change would materially and adversely affect you, we will give you as much notice as is reasonably practicable.

4. Numbers

Numbers are made available for your use for the duration of the Services and are not sold to you. Except where a right of portability applies by law, you acquire no ownership of, or transferable right in, any number.

Numbers remain subject to the numbering rules of the relevant jurisdiction. We may be required to withdraw, recall, or change a number where a regulator, numbering authority, or carrier requires it, or where a condition of assignment ceases to be met. We will give reasonable notice where we are able to do so.

Where a jurisdiction requires local presence, registration, or documentation, you must satisfy that requirement and keep it current for as long as the number is assigned to you.

5. Customer obligations

You must:

• Comply with the AUP and with all applicable laws and regulations.
• Provide accurate, complete, and current information, and notify us of material changes.
• Obtain and retain any consents required for the communications you send.
• Keep your credentials, systems, and equipment secure, and notify us promptly of any suspected compromise.
• Be responsible for all traffic originating from your configuration, whether generated by you, your staff, your customers, or a third party using your systems or credentials.
• Not resell, sublicense, assign, or transfer the Services without our prior written authorization.
• Cooperate with reasonable requests for information relating to compliance, fraud prevention, or a regulatory or carrier enquiry.

You are responsible for the equipment, connectivity, and configuration on your side of the interconnection point, and for ensuring it is compatible with the Services.

6. Charges and payment

Charges are set out in your Order and depend on service type, destination, volume, capacity, and configuration. Prices are not published on our website and are quoted following the initial review.

• Invoices are issued in accordance with the billing cycle stated in the Order, and are payable within the period stated there.
• Charges are exclusive of VAT and any other applicable taxes or levies, which will be added where required.
• Usage is measured by our records, which will be relied on in the absence of manifest error.
• We may require a deposit, prepayment, or credit limit, and may adjust it where your usage or credit position changes.
• Late payment may attract interest at [rate] and may result in suspension in accordance with clause 7.
• Billing queries should be raised within [x] days of the invoice date. Undisputed amounts remain payable while a query is investigated.

We may change our charges on [x] days' written notice. Where a change materially increases your costs, you may terminate the affected Services without penalty before the change takes effect.

7. Suspension and termination

7.1 Suspension

We may suspend or restrict the Services, in whole or in part, where:

• we reasonably suspect a breach of the AUP or these terms;
• traffic presents a risk of fraud, harm, network instability, or legal exposure;
• a regulator, numbering authority, carrier, or lawful authority requires it;
• requested verification information is not provided within a reasonable period;
• payment is overdue and has not been remedied following notice; or
• suspension is necessary for emergency maintenance or security.

We will normally notify you before suspending, and will explain what is required to restore service. Where a delay would cause harm or breach an obligation, we may suspend first and notify you promptly afterwards. Charges may continue to apply during a suspension.

7.2 Termination

Either party may terminate the Services:

• on [x] days' written notice, subject to any minimum term stated in the Order;
• immediately, if the other party commits a material breach that is not remedied within [x] days of written notice; or
• immediately, if the other party becomes insolvent, enters administration, or ceases to trade.

We may terminate immediately where a breach of the AUP is confirmed, where continued provision would expose us to legal or regulatory risk, or where required by a regulator, authority, or carrier.

7.3 Effect of termination

On termination, the Services cease, assigned numbers are withdrawn subject to any applicable portability rights, and all outstanding charges become due. Provisions intended to survive termination — including those relating to payment, confidentiality, liability, and record retention — continue to apply.

8. Availability and support

We take reasonable steps to maintain availability and voice quality, but the Services depend on the public internet, third-party carriers, and networks outside our control. We do not warrant uninterrupted or error-free service.

Any availability commitment, support response target, or service credit applies only where it is expressly stated in your Order or a service level agreement. Where none is stated, no such commitment applies.

Planned maintenance will be notified in advance where practicable. Emergency maintenance may be carried out without notice where necessary to protect the network, its users, or service integrity.

9. Liability

Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

Subject to that, and to the extent permitted by law:

• neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business, or loss of goodwill;
• our total aggregate liability arising in any [12]-month period is limited to the charges paid by you for the affected Services in that period; and
• we are not liable for loss arising from your breach of the AUP, from traffic sent using your credentials or systems, from third-party networks, or from your own equipment or configuration.

You will indemnify us against claims, fines, and reasonable costs arising from your use of the Services in breach of the Agreement or applicable law, including claims brought by recipients, carriers, platforms, or regulators.

10. Confidentiality and data

Each party will keep the other's confidential information confidential and use it only for the purposes of the Agreement, except where disclosure is required by law, by a regulator, or by a lawful authority.

Personal data is processed in accordance with our Privacy Policy and applicable data protection law. Where we process personal data on your behalf, the parties will enter into a data processing agreement setting out the applicable terms.

We retain call detail records, technical logs, and verification records for the periods required by law, by our carrier obligations, and for legitimate business purposes including billing, security, and fraud prevention.

11. General

• Entire agreement. The Agreement is the entire agreement between the parties in relation to the Services and supersedes prior discussions.
• Changes. We may update these terms and the AUP. Material changes will be notified using the contact details held for your account, and take effect on the date stated in the notice.
• Assignment. You may not assign or transfer the Agreement without our prior written consent. We may assign to a group company or in connection with a transfer of our business.
• Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Severability. If a provision is held unenforceable, the remainder continues in force.
• Notices. Notices to us should be sent to compliance@numeratel.com and, where the Order requires, to our registered address.
• Third parties. No third party has any right to enforce the Agreement.

12. Governing law and disputes

The Agreement is governed by the laws of [jurisdiction], and the courts of [jurisdiction] have exclusive jurisdiction over any dispute arising from it.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute by escalating it to senior representatives for a period of [x] days.

Questions about these terms may be sent to compliance@numeratel.com.