Terms & Conditions

1. DEFINITIONS

In this agreement the following terms shall have the following meanings namely: - "PCI-PAL" means IPPlus (UK) Limited which expression shall, where the context so requires, include its successors. "Customer" means a person, company, or organisation at whose application PCI-PAL agrees to provide the services under the terms of this agreement. "Agreement" means the contract made between PCI-PAL and the Customer to which these conditions apply. "The minimum duration" means the period set out overleaf. "Numbers" means the telephone numbers supplied by PCI-PAL from its block of telephone numbers allocated to it by its suppliers within the jurisdiction of a competent regulatory authority under this Agreement as part of The Service. "OFCOM" means Office of Communications. "Phonepay Plus" means the regulatory body for all controlled premium rate charged telecommunications services.

"Phonepay Plus Code of Practice" means the Phonepay Plus code of practice as defined on http://www.phonepayplus.org.uk/ (or such successor versions as may from time to time be issued). "The Service" means the supply and connection of the services details of which are set out overleaf. "Supplier" means the Supplier from whom PCI-PAL obtains facilities to provide the services from time to time pursuant to a licence contract or otherwise.

2. SCOPE OF AGREEMENT

The provisions of this agreement shall apply to all services ordered by the Customer from PCI-PAL.

3. TERM

This agreement shall commence upon the supply and connection of the service requested overleaf and shall continue for the period as specified overleaf, thereafter this agreement shall be extended on a 3 month rolling basis and may be terminated by either party giving written notice to the other party 3 months before the anniversary date of this agreement and the agreement shall terminate on the expiry of the aforementioned notices.

4. CHARGES

4.1. All sums due to PCI-PAL under this agreement shall be payable by the Customer by Direct Debit, in accordance with the Direct Debit instructions provided, on the 10th of each month following the month of invoice.

4.2. The connection charges shall be due on the date of the signing of this agreement and will not be refundable to the Customer in the event of the agreement being terminated.

4.3. All charges payable to PCI-PAL by the Customer shall be subject to VAT at the current rate and any taxes of a similar nature which may from time to time be introduced.

4.4. PCI-PAL reserves the right to charge daily interest on outstanding accounts until payment in full is received by PCI-PAL at a rate equal to 5% per annum above base lending rate current from time to time whether before or after judgement. Interest shall continue to accrue notwithstanding termination of this agreement for any causes whatsoever.

4.5. The Customer agrees to pay PCI-PAL all legal costs incurred by PCI-PAL in connection with any legal proceedings taken by PCI-PAL against the Customer to recover sums due under this agreement on a full indemnity basis.

4.6. All invoices submitted by PCI-PAL to the Customer are to be treated as agreed, whether or not agreed, unless the Customer notifies PCI-PAL of any discrepancies or objections to the same within 7 days of receipt of any invoice from PCI-PAL.

4.7. When notice to terminate an account is issued or received by PCI-PAL, the Customer’s credit limit and credit period are reduced to zero. All invoices become due and payable in full by return.

4.8. Notwithstanding Clause 4.7 above, PCI-PAL shall, at its absolute discretion, have the right to terminate this agreement at any time and with immediate effect if it considers that a Customer will not adhere to these terms and conditions or that a Customer’s requirements are beyond the scope of PCI-PAL’s reasonable capacity.

4.9. PCI-PAL intends that there will be no price increases to the charges to their Customers during the term of this agreement. Should price increases become necessary the Customer will have twenty eight (28) days from written notification of said increases to terminate in writing the Agreement without penalty.

4.10. PCI-PAL reserves the right to charge the difference between the amount invoiced and the minimum spend as specified overleaf.

5. OBLIGATIONS

5.1. The Customer undertakes to use the services in accordance with such reasonable terms as may from time to time be notified in writing by PCI-PAL to the Customer and in accordance with the relevant provisions of the Telecommunications Act 1984 (or any modification or re enactment thereof).

5.2. The Customer undertakes not to use the service as a means of communication for a purpose other than that for which the services are provided;

5.2.1. Or for the transmission of any material which is or intended to be defamatory, offensive, immoral, abusive or of an obscene or menacing character or which is a hoax call to emergency services;

5.2.2. Or in a manner which constitutes a violation or infringement of the rights of any person, firm or company (including but not limited to the right of copyright or confidentiality) or a violation or infringement of any statutory duty or obligation or a duty or obligation in contract tort or otherwise to any third party.

5.3. The Customer undertakes to indemnify and hold harmless PCI-PAL against all liabilities claims damages losses costs and proceedings howsoever arising from or in any way connected with any breach of the Customer’s undertakings as set out in this clause

5.4. The Customer undertakes to promptly provide PCI-PAL (free of charge) with all such information and co-operation that PCI-PAL may reasonably require from time to time to enable PCI-PAL to perform and observe its obligations under this agreement.

5.5. The Customer undertakes not by itself its agents servants or otherwise to carry out any repairs or adapt test make additions to (modifications) or attachments to or otherwise alter any installation of hardware or software supplied by PCI-PAL in connection with the service.

5.6. The Customer is entirely responsible for ensuring that any software that may be used by The Services, such as Microsoft’s Windows Media Player, is available on The Customer’s equipment.

5.7. The Customer will comply with the specific restrictions on the use of 070 numbers as set out in the Ofcom National Telephone Numbering Plan.

Network Services Agreement IPPlus (UK) Limited 2 Melford Court, The Havens, Ransomes Europark, Ipswich, Suffolk, IP3 9SJ T 01473 321 800 F 01473 321 801 W www.ipplusplc.com Company Reg No: 3869545 VAT No: 792 4396 89

5.8. The Customer undertakes to use its best endeavours to ensure that it or it’s customers will not use the Service for any improper or unlawful purpose, will comply with the specific restrictions on the use of 070 "personal numbers" as set out in the OFCOM National Telephone Numbering Plan and will indemnify PCI-PAL thereof against all claims and demands which may be made against PCI-PAL as a result of any breach of this clause 5.9 or any unlawful or improper use by the Customer.

5.9. The Customer agrees that in respect of all telephone numbers provided by PCI-PAL to the Customer, which are regulated by Phonepay Plus, that the Customer has read, understands and will comply with the Phonepay Plus Code of Practice (as may be varied from time to time) and any directions that are made by Phonepay Plus in accordance with