1. DEFINITIONS

`Network(s)' third party public telecommunications system(s) by which we make the Services available.
`Equipment' the hardware and software systems owned and maintained by either ourselves or third parties.
`Services' the electronic data system made available by us via the Networks, and other services ordered by you.
`Charges' the charges for the Services as published in our list of charges including any charges referred to as connection charges, subscription or monthly charges.

2. PROVISION OF SERVICES

a. We will use reasonable efforts to make the Services available to you at all times subject to your allocated messaging quotas for the Services. The Services are only available within the ranges of the base stations of the Networks and the proper performance of the Equipment. Quality and availability of the Services may be affected by factors outside our control such as faults in the Networks or Equipment. b. We may suspend the Services in whole or part at any time without notice if the Network(s) or Equipment fail or require modfication or maintenance. We will use reasonable efforts to keep such events to a minimum. You will be liable for all Charges during the period of suspension, unless, in our reasonable discretion, we decide otherwise.

3. YOUR RESPONSIBILITIES

a. Payment for the services will be on the following basis:
I) Payment is due when you receive your invoice. If payment is not made on that date we may charge interest on all sums outstanding at the rate of 2.5% above the base rate of Midland Bank plc. VAT will be added to all invoices at the relevant rate where applicable.
II) Ordinarily we will invoice you monthly in advance for subscription or monthly charges and monthly in arrears for other types of charges but we reserve the right to amend the invoicing period and to submit interim invoices to you. The connection charge will be included in your first invoice.
III) You will be liable for all Charges for the Services provided to you whether or not the Services are used by you.
IV) We may vary our Charges at any time. We will give you such prior notice as is practicable.
V) You may be charged separately by your Network for messages sent or received by the Service. Such addtional charges are completely out of our control. You should check and confirm charging and pricing tariffs with the Network to which you subscribe or your air-time provider.
b. You agree that:
I) You will not use the Services for any improper, immoral or unlawful purposes, nor allow others to do so.
II) You will not act in such a way that the operation of the Networks, Equipment or Services will be jeopardised or impaired.
III) You will comply with any reasonable instructions issued by us which concern the use of the Services.
c. We may suspend the Services in whole or part at any time without notice if you do not comply with any of the terms of this Agreement, including non-payment of any sums due by you to us. You will remain liable for all Charges during the period of suspension. We reserve the right to charge for reconnection and require revised payment terms.

5. TERM

a. We may terminate this Agreement in whole or part immediately by notice in writing to you if:
I) You have failed to pay us any sums due by you to us, whether in relation to this Agreement or not on the due date; or
II) You are in breach of any of the terms of this Agreement and you do not remedy the breach within 7 days of the date of a written notice from us specifying the breach; or
III) You become insolvent as this term is specified in Section 123(i)e of the Companies Act 1985 or bankrupt or that we have reasonable belief that you are unable to pay the Charges; or
IV) We cease to make the Services available for any reason.

6. LIABILITY

a. We accept liability without limitation for death or personal injury resulting from our negligence.
b. We accept liability up to a maximum of £500 for direct physical damage to or loss of property resulting from our negligence.
c. We will not be liable to you in the event that we are unable to perform an obligation or provide the Services to you because of any factor outside our control, including but not limited to Acts of God, industrial action, actions of third parties (including the Networks), Equipment failure or government action.
d. All conditions, warranties and representations implied by law in relation to our provision of the Services are excluded to the extent permitted by law and except as provided in clause 6 we shall not be liable for any loss incurred by or any damage or injury to you in connection with Agreement whether direct or indirect, consequential or contingent and whether forseeable or not, including in particular any financial loss, loss of business, profit, savings, revenue use or goodwill.

7. GENERAL

a. This Agreement is the complete and exclusive statement of the agreement between you and us. It supercedes all understandings or prior agreements whether written or not and all representations or other communication between you and us.
b. This Agreement is personal to you. Either party may assign this Agreement but you may only do so with our consent in writing. We will not unreasonably withold such consent.
c. You agree to the disclosure to any telecommunications company, debt collection agency, credit reference agency or financial institution of any information relating to this Agreement or any disclosure as may be within our Data Protection Act 1984 registration.
d. We will direct all invoices and any notices under this Agreement to the address shown overleaf. You must inform us in writing of any changes to this address. Any notice or invoice sent to you will become deemed served within 5 days of posting.
e. Any waiver, concession or extra time we may allow you is limited to the specific circumstances in which it was given. It does not affect our rights under this Agreement in any way.
f. Our company registration number is 2844385. Our registered office is 15 Laburnum Close London N11 3NR.
g. This Agreement is subject to the Laws of England.