WHEREAS

A2B Telecom Ltd is a provider of telecommunication network services.

The Customer wishes to utilise A2B Telecom Ltd’s services.

1           INTERPRETATION

1.1          The following provisions shall have effect for the Interpretation of this Agreement;

1.1.1          Words denoting the singular number only shall include the plural and vice versa, words importing persons include bodies corporate and non-corporate.

1.1.2          The clause headings do not form part of this deed; these are for convenience only and shall not be taken into account in its construction or interpretation.

1.2           Definitions:
‘Service Numbers’ Numbers allocated to the customer from time to time, over which the Customer shall neither acquire any right, title or interest.
‘Rates’ – Specified in Annex I, which are the rates payable by either party, and these rates are exclusive of value added tax.
‘The Act’ means the Telecommunications Act 1984.
‘End User’ – means users of the services provided by the Customer.
‘Service Facilities’ – Any software, web site, or transmission system offered to and used by the customer.
‘Fraud Traffic’ is any traffic, where there is a reasonable expectation that the End User is not likely to pay their telephone bill.
‘Report’ is the monthly revenue statement, produced by A2B Telecom Ltd and showing revenue produced on Service Numbers or Service Facilities allocated to the Customer, based on reports provided to A2B Telecom Ltd by Carriers with whom it contracts.
‘Intellectual Property Rights’ – means copyright, database right, patents, registered and unregistered design rights, registered and unregistered trade marks, and all other industrial or intellectual property rights or trade secrets existing at any time in any jurisdiction and all rights that shall apply to them.
‘Email’ – Electronic Mail.
‘Carrier’ – Any entity with whom A2B Telecom Ltd contracts for delivery or transmission of any mobile or mobile text services.
‘Site’ – Location where services are provided.

2           FORMATION OF CONTRACT

2.1          The parties acknowledge that no representations, warranties or statements made prior to concluding this Agreement forms any part of the Contract, nor has induced either party.

2.2          Any error, omission or typographical error in any quotation, offer, sales information, invoice, or document supplied by A2B Telecom Ltd shall be subject to correction without liability.

2.3          A2B Telecom Ltd may vary any provision in this Agreement, without prior consent from the Customer, if such change is required because of regulatory, insurance, safety or statutory changes made after the date of this Agreement. A2B Telecom Ltd shall in such circumstances give the Customer 30 days notice of such changes. The Customer shall have the right by giving notice in writing to A2B Telecom Ltd to terminate this Agreement, within 14 days of receiving such notice. This Agreement would then be terminated within 30 days of such notification, or on a later date specified by the Customer.

2.4          This Agreement is renewable 12 months from the commencement date at the agreed administration fee. (See annex 1)

3           RESPONSIBILITIES AND OBLIGATIONS

3.1          A2B Telecom Ltd

3.1.1          A2B Telecom Ltd shall provide the Customer with network service access and Service Numbers as appropriate, but not withstanding this, A2B Telecom Ltd is not obliged to supply Service Numbers or services requested by the Customer. It may also change numbers supplied to the Customer if this is required for regulatory, statutory or legal reason, and in such instance shall notify the Customer as soon as is reasonably practical.

3.1.2          Notwithstanding the above Clause, A2B Telecom Ltd shall in the event of the termination of this Agreement, not re-allocate numbers to another customer, that have been allocated to the Customer under this Agreement, for a period of three months from the termination date.

3.1.3          A2B Telecom Ltd makes no warranty that services shall be continuous, or will be free from faults.

3.1.4          A2B Telecom Ltd shall notify the Customer as soon as reasonably practical, of any changes in rates payable, or modification to the service offered.

3.1.5          A2B Telecom Ltd shall provide the Customer with reasonable technical and sales support, which A2B Telecom Ltd in its sole discretion shall consider necessary and appropriate.

3.1.6          A2B Telecom Ltd may from time to time make changes to equipment used to handle and provide any service. Such changes are at the sole discretion of A2B Telecom Ltd, and shall be made without prior consent from the Customer.

3.1.7          On signing this Agreement A2B Telecom Ltd will use its best endeavours to make Service Numbers ready for service, and notify the Customer of the Service Numbers by e-mail, prior to the Service Commencement Date.

3.1.8          A2B Telecom Ltd may assign the rights and obligation of this Agreement to a third party without the prior consent of the Customer.

3.2          Customer

3.2.1          The Customer shall ensure that they have all necessary approvals, permissions or authorisations for the services offered to its End Users. The Customer shall be responsible for the content, quality and delivery of services offered, and for ensuring that these services comply with the Act and this Agreement.

3.2.2          The Customer shall provide A2B Telecom Ltd on request with information or material regarding the service offered to its End Users, or agents.

3.2.3          The Customer shall ensure that services provided are not used for any illegal purpose, or for the transmission or offering of any information or services which are, libellous, unlawful, abusive, threatening, harmful, threatening, defamatory, or in anyway infringe the laws governing, but not exhaustively covering, copyright, intellectual property rights, trademarks, or any other material that is slanderous or may cause offence in any way.

3.2.4          The Customer shall cooperate with A2B Telecom Ltd in relation to any complaints, enquiries or investigations regarding services offered by the Customer. The Customer shall, at the discretion of A2B Telecom Ltd, without limitation, bear in full, any costs associated with such complaints, investigations, or enquiries.

3.2.5          The Customer shall abide by this Agreement.

3.2.6          The Customer shall not assign the rights and obligations of this license to any other party without the express permission in writing of A2B Telecom Ltd. Moreover the Customer shall not use A2B Telecom Ltd’s name, trademarks, or copyrights in any way that implies any approval or connection with the services or products offered by the Customer.

3.2.7          The Customer shall ensure that any third party using its facilities shall be bound by the terms of this Agreement.

4           PROVISION OF SERVICES

4.1          It is acknowledged that A2B Telecom Ltd is reliant on a third party for delivery of services, and therefore A2B Telecom Ltd can have no liability of whatever nature, for any delay or failure in provision of the same, moreover A2B Telecom Ltd makes no warranty that its network or services shall be continuous, or will be free from faults.

4.2          In the event that the Customer provides its own equipment, or provide leased lines to connect to its equipment, this shall require the prior consent of A2B Telecom Ltd, and mutual agreement of charges that the Customer shall pay to A2B Telecom Ltd, the Customer is solely responsible for any costs, without limitation, to include, the installation, delivery and maintenance of the same, and A2B Telecom Ltd can have no liability whatsoever for equipment provided at the Site by the Customer.

5           RATES & PAYMENTS

5.1          A2B Telecom Ltd shall pay the Customer for services, according to the Rates detailed in Annex I and detailed in the monthly Report, subject to Clause 5.8. The Customer shall pre-pay A2B Telecom Ltd for any services according to the rates In Annex 1. Payments are based on reports provided to A2B Telecom Ltd by Carriers with whom it contracts.

5.2          A2B Telecom Ltd shall endeavour to send the Customer a monthly report within 20 days from the end of the month in which the traffic was generated. The Customer must send A2B Telecom Ltd an invoice for the amount detailed in the Report, no later than 30 days from the end of the month in which the traffic was generated. A2B Telecom Ltd shall make payment to the Customer 35 days from the end of the month in which the traffic was generated. If the Customer fails to deliver an invoice within 30 days of the monthly end, A2B Telecom Ltd may delay, at its sole discretion, payment for one calendar month for each month that the Customer fails to deliver an invoice to A2B Telecom Ltd.

5.3          All rates detailed in Annex I and in the monthly Reports shall be exclusive of all taxes or duties.

5.4          In the event that OFTEL, other regulatory bodies, or any other Carriers with which A2B Telecom Ltd contracts make retrospective price adjustments to revenues paid to A2B Telecom Ltd, which result in A2B Telecom Ltd having overpaid the Customer, then A2B Telecom Ltd at its sole discretion, may deduct from subsequent payments to the Customer, sufficient revenues to reflect the sums overpaid to the Customer.

5.5          The Customer’s payment shall be calculated according to data provided by Carriers with whom A2B Telecom Ltd contracts, which shall be accepted, except in the case of manifest error, as being conclusive for the determination of revenues due to the Customer.

5.6          A2B Telecom Ltd shall at its sole discretion, not pay any fees to the Customer for any traffic generated on Service Numbers allocated in the following circumstances;
(a) Where there has been fraudulent traffic, and it shall be accepted that A2B Telecom Ltd’s determination shall be final and binding.
(b) Where any Carrier does not pay A2B Telecom Ltd for traffic generated.
(c) Where total revenue payable to the customer is less than £25.00 per month, no payment shall be made for that month, and the amount will not be carried over to subsequent months.

5.7          A2B Telecom Ltd reserves the right to reclaim any Service Number that produces less than 500 call minutes per month for three consecutive months. Such numbers shall be reclaimed with A2B Telecom Ltd giving the Customer 14 days notice.

5.8          A2B Telecom Ltd may at any time vary the Rates detailed in Annex I, but shall give the Customer 30 days written notice of such change.

5.9          If the customer owes A2B Telecom Ltd revenues that are overdue, the Customer accepts that A2B Telecom Ltd can at its sole discretion deduct these sums from any revenues that are due to the Customer from A2B Telecom Ltd.

6           AUDIT

6.1          The Customer may at its own expense, and giving 14 days written notice, inspect the books of A2B Telecom Ltd to audit revenues due to the Customer. Such audit shall only be made in regard to the traffic due to the Customer only, and shall only be undertaken by a Chartered Accountant, in a manner that shall in no way disrupt A2B Telecom Ltd’s business.

6.2          The Customer shall have no audit rights with respect to any Carriers with whom A2B Telecom Ltd contracts.

7           RESTRICTED AREAS

7.1          The Customer shall ensure that its End Users are bound contractually to Terms & Conditions, aimed at ensuring that End Users do not engage in any actions that might be considered an abuse to A2B Telecom Ltd’s and or a Carrier’s network, these include, but are not limited to;
(a) Attempting to circumvent user authentication, security of any network, or account;
(b) Attempting to interfere or deny access to any service or host;
(c) Sending any unsolicited messages, this includes adding or attempting to add addressees to any mailing list without their express permission;
(d) Using the service for any illegal purpose, or for the transmission or offering of any information or services which are libellous, unlawful, abusive, threatening, harmful, threatening, defamatory, or in anyway infringe the laws governing, but not exhaustively covering, copyright, intellectual property rights, trademarks, or any other material that is slanderous or may cause offence in any way.

7.2          It is the Customer’s responsibility to enforce its End User’s adherence to Clause 7.1

7.3          In the event that A2B Telecom Ltd identifies any breach of Clause 7.1., it shall notify the Customer. If A2B Telecom Ltd does not within 48 hours of such notice receive a satisfactory response from the Customer detailing what action is to be taken against offending Users to enforce compliance, then A2B Telecom Ltd can disconnect the service.

7.4          The Customer will provide all reasonable cooperation with A2B Telecom Ltd to ensure End User compliance with Clause 7.1.

8           COPYRIGHT

8.1          All Intellectual Property Rights owned by one party shall remain vested in such party, and for clarity, and avoidance of doubt;
(a) the Intellectual Property Rights of the Service Numbers shall be vested in A2B Telecom Ltd;
(b) equipment provided at the Site, unless purchased by the Customer, all rights of any nature, trade name, documents, drawings and information including any access codes provided to the Customer, and information in A2B Telecom Ltd’s database accessed by the End Users and the Customer remain vested in A2B Telecom Ltd;
(c) information provided to the Customer by A2B Telecom Ltd pursuant to this Agreement, pertaining to the Customer’s End Users is the property of the Customer.

9           TECHNICAL SUPPORT

9.1          A2B Telecom Ltd shall provide the Customer with reasonable technical support, which A2B Telecom Ltd in its sole discretion shall consider necessary and appropriate.

9.2          In the event that the Customer becomes aware of any faults with the service, it shall notify A2B Telecom Ltd as soon as is practically possible.

9.3          In the event of a fault being reported, A2B Telecom Ltd shall keep a log of faults and shall use its best endeavours to rectify the fault as soon as is reasonably possible.

9.4          A2B Telecom Ltd reserves the right to charge on an hourly basis for any works undertaken at the Customer’s request to service.

10        CONFIDENTIALITY

10.1       Neither party shall during the life of this Agreement or thereafter disclose to any third party, or use for any purpose the information gained in connection with this Agreement, nor the terms and payments due, but each party may disclose to its officers and employees such information as may be required for them to fulfil their proper performance of their duties, and may be use in the proper exercise of its rights and obligations under this Agreement.

10.2       The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances;
(a) where such information was already known prior to this Agreement;
(b) where such information was already in the public domain, save as a result of a breach of Clause 10.1.; or
(c) where a third party, who did obtain the same from the disclosing party, disclosed such information to it lawfully.

10.3       A2B Telecom Ltd shall have the unconditional and irrevocable right to disclose the identity and address of the Customer and any End User in the event of any complaint received from any regulatory or governmental body, licensed telecommunications carrier, in connection with services offered by the Customer.

11        LIMITATION OF LIABILITY

11.1       A2B Telecom Ltd shall use its best endeavours to ensure its network and services are fault free, and that service is uninterrupted. A2B Telecom Ltd gives no warranty or guarantee that the service is satisfactory or suitable for the Customer’s purposes, or that service shall be uninterrupted or fault free.  All warranties relating to the service from A2B Telecom Ltd are excluded, even if implied by statute.

11.2       The Customer shall be responsible at all times for maintaining the security of its and its User’s data, and A2B Telecom Ltd shall bear no liability for the loss or damage in part or whole, of such data, to the extent that such loss or damage has been caused or contributed to by the Customer.

11.3       A2B Telecom Ltd shall not be liable for any indirect, incidental, special or consequential damages or for interrupted communications, lost data, or loss of profit, or economic loss arising out of or in connection with this Agreement, or out of any consequent negligence by its officers or employees.

11.4       Except as otherwise stated the Customer’s sole remedy for any breach of this agreement, shall at A2B Telecom Ltd’s sole discretion be;
(a) Correction in a reasonable timescale of any fault;
(b) Replacement of service supplied.

11.5       Direct damages caused as a result of A2B Telecom Ltd’s breaches of this Agreement shall in any event be limited to the previous 1 months revenue generated by the Customer, and received by A2B Telecom Ltd, but in no event shall exceed £10,000 for any one event or series of events.

12        INDEMNIFICATION

12.1       The Customer agrees to indemnify and hold A2B Telecom Ltd and its parent, subsidiaries, affiliates, officers and employees from any claim or demand, including any made by a third party, arising out of the Customer’s or End User’s use of the service. The Customer agrees not to hold A2B Telecom Ltd and its parent, subsidiaries, affiliates, officers and employees responsible for any direct or indirect damage resulting from the use of A2B Telecom Ltd software or services, in particular, but not limited to; the use or impossibility to use the Service, confidence in information obtained, errors and omissions, defects, viruses, delay in transmission, interruption of service or loss of data.

12.2       The Customer agrees to indemnify and hold A2B Telecom Ltd, and its parent, subsidiaries, affiliates, officers and employees from any claim or demand, arising from, but not limited to;
(a) A breach by the Customer of the conditions of this Agreement;
(b) Negligence or misconduct by the Customer;
(c) The marketing or promotion undertaken by the Customer;
(d) The service content provided or marketed by the Customer.

12.3       A2B Telecom Ltd agrees to indemnify the Customer and its parent, subsidiaries, affiliates, officers and employees from any claim or demand, arising from;
(a) Any claim or action by a third party in relation to A2B Telecom Ltd infringing any            Intellectual Property Rights;
(b) A breach by A2B Telecom Ltd of this Agreement;

12.4       A2B Telecom Ltd shall have no liability under this clause if;
(a) The demand or claim arises as a result of the Customer’s negligence, misconduct or breach of this Agreement;
(b) If the Customer does not immediately notify A2B Telecom Ltd of any claim;
(c) If the Customer does not give A2B Telecom Ltd full authority to deal with the claim, or does not provide information and cooperation for A2B Telecom Ltd to defend the claim.

12.5       The Customer shall fully indemnify A2B Telecom Ltd in the event that the Customer transmits any unsolicited text messages, against any claim or demand, including any made by a third party, and all costs relating thereto.

13        TERM & TERMINATION

13.1       This Agreement shall commence from the date hereof and shall remain in force for one year or until either party gives 3 months notice in writing.

13.2       A2B Telecom Ltd may terminate this Agreement with immediate effect by giving notice at any time, if;
(a) The Customer does not comply with the terms of this Agreement;
(b) The Customer says, or appears to intend, that it will not abide by the terms of this Agreement;
(c) The Customer ceases trading, convenes a meeting of, or comes to an arrangement with its creditors, has distress or other seizure levied over any of its assets or does not satisfy any demand for payment from any legal person;
(d) Any step is taken to wind up or dissolve the Customer, a receiver, and/or manager or administrator appointed over any assets;
(e) A2B Telecom Ltd believes the Customer has allowed services to be used for any illegal purpose; or
(f) A2B Telecom Ltd or the Customer, is instructed by, or receives any complaint or objection from any Carrier with whom it Contracts, OFTEL, or Regulatory or Governmental body.

13.3       Either party may terminate this Agreement if either party has committed a breach of the Agreement, and fails to remedy the breach within 30 days of notice requiring it to do so, and;
(a) If either party takes any steps to wind up or dissolve, or
(b) a receiver and/or manager or administrator is appointed over any assets;

13.4       Termination shall be without prejudice to the rights and obligations accruing up to and including the date of termination, suspension or expiry.

14        GENERAL

14.1       This Agreement represents the entire understanding between the two parties. No other prior arrangements, representations or understandings, orally or in writing have any validity.

14.2       A2B Telecom Ltd’s rights and powers under this Agreement are not affected if it fails to or chooses not to enforce any of them at any time. If any part of this Agreement is not enforceable it will not affect the remainder.

14.3       The parties must notify each other in writing of any change of address. All notices sent by first class post to the registered office of either party, or any address detailed in this Agreement, are deemed to have been properly served on the third day after posting.

14.4       Neither party shall be deemed to be in breach of this Agreement for any failure in performance caused by events outside of its reasonable control, to include, but not limited to any act of God, inclement weather, shortage of power, flood, drought, lightning, fire, lock-out, trade dispute, labour disturbance, act or omission of Government highway authorities, or telecommunication Operators or other authority, war, military Operators, or riot.

14.5       English Law applies to this agreement. Both parties hereby submit to the jurisdiction of the English Courts.

14.6       Both parties agree that they have no joint venture, partnership, or agency relationship as a result of this Agreement. Neither party shall make any offer, guarantee, or warranty to any third party, in regard to the services, that purports to bind the other party.

ANNEX 1

Unless otherwise agreed by email/in writing as an amendment, the following rates shall apply.

Note: All Costs Are Exclusive of vat