Pennycom Communications Terms & Conditions for Service(s)

1 DEFINITIONS

1.1 Words and expressions which appear in these terms and conditions have the following meaning:‑

^" the Company^", "we" or "us" means Pennycom Communications. Pennycom Communications is a trading name of Utilities Network Ltd and is registered in England no 3713158. Registered office: Samar House, North Way , Andover , Hampshire , SP10 5AZ .

^" Account^" means record of all Charges.

^" Agreement^" means the Order submitted by the Customer together with these terms and conditions.

^" Associate^" means the person who is authorised by the Company to accept Orders.

^" Charges^" means the annual service charge(s) (if any), usage charges and any other charges payable to or by the Customer in respect of the Services shown in the Price List or otherwise incurred under this Agreement.

^" Customer^", "you" or "your" means any customer of the Company including without limitation a Small Business User, a Domestic User or a business Customer who signs the Agreement or their corporate body if signing on behalf of a limited company.

^" Domestic User^" means a Customer who uses the Services for domestic/residential usage.

^" Initial Term^" means the contract period, which is 36 months from the start date unless stated otherwise either on the front page of the Order or in writing between the Customer and the Company.

^" Numbers^" means the telephone number(s) allocated in the provision of the Services to a Customer which enables access to the Services which include without limitation the Premium Rate Numbers and the Special Services Numbers.

^" Order^" means the Customer's order for the Services detailed overleaf and any further order(s) placed by the Customer either verbally or on our standard form(s) to which these terms and conditions apply.

"Premium Rate Number(s)" means those telephone numbers which begin with 090 / 091 or 098.

"PSMS" means Premium Short Message Service also known as Premium Texting.

^" Price List^" means the Company^'s published list of Charges which is periodically updated.

^" Public Switched Network^" means the public telecommunications system by which the Services are made available throughout the System.

^" Regulator^" means OFCOM the Office of Communications and any body which supersedes or replaces it or in the case of Premium Rate Services, means Payphone Plus or any body which supersedes or replaces it.

^" Service(s)^" means those personal numbering, telecommunications and other Services as maybe provided to the Customer from time to time by the Company.

^" Small Business User^" means a business Customer that uses any of the Services and has less than 10 employees.

"SMS" means short message service otherwise known as texting

^" System^" means the communications system provided to the Company by the network operator.

"Special Services Numbers" means those telephone numbers which begin with 055 / 056 / 070 / 076 / 08 and 1.

2 AGREEMENT

2.1 The Agreement begins when we confirm to you our acceptance of the Order and you receive a copy of these terms and conditions. The Service(s) will commence on the date as advised by us to you.

2.2 The Agreement shall remain in force for the Initial Term and shall continue annually thereafter unless and until terminated by either party giving to the other not less than 90 days notice in writing to expire at the end of the Initial Term or any subsequent anniversary of the expiry date of the Initial Term.

2.3 The Customer authorises the Company to act on the Customer^'s behalf in all dealings with the network operator of any System in connection with any matter that enables the Company to provide or to continue to provide the Customer with the Service(s).

2.4 Where the Customer is a business and has less than 3 years accounts at Companies House, the Agreement will be registered in the name of one or all of the directors/partners who will be personally liable jointly and severally for all Charges due to under this Agreement.

3 PROVISION OF SERVICES

3.1 The Company will provide the Services using the reasonable skill and care of a competent telecommunications service provider however, it is technically impractical to provide a fault free service and the Company does not warrant or undertake to do so. The Company may subcontract the provision of any part of the Service.

3.2 The Service(s) are made available on the basis that:‑

(a) They are not used for the transmission of any material which is or is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character.

(b) They are not used in any manner which will or may constitute a criminal act or a violation or infringement of the rights of any person, firm or Company(including but not limited to rights of confidentiality and copyright) or a violation or infringement of any statutory duty or obligation in contract or otherwise to any third party or in a way which will or may injure or damage any person or property or cause the quality of the Services to be impaired.

(c) They are not used to transmit unsolicited text messages (SMS/PSMS).

3.3 In respect of Premium Rate Numbers and Premium Rate SMS, it is the Customer's responsibility to ensure that any licensing requirements to comply with the Regulator are met prior to the connection of such Services.

3.4 When we spend time investigating a fault reported by you and conclude that there has been no Service(s) failure we reserve the right to charge you for all reasonable costs and expenses incurred in investigating the fault and you agree to pay these Charges.

3.5 You will indemnify us against any claims, proceedings or threatened proceedings from third parties and against any loss or damage suffered by us arising from any breach of your obligations under this Agreement, including this clause 3, and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened proceedings.

3.6 The Company's normal office hours are on Monday to Friday during the hours 09.00 to 17.00 excluding public holidays in England.

3.7 Broadband services are made available on the assumption that your premises are in an area which is capable of receiving broadband services. On occasion it may not be possible to establish whether broadband services can be activated until after installation at your premises.

3.8 Unless stated to the contrary overleaf, all broadband services have a monthly fair usage policy applied to ensure that all users receive the same quality of service. Where the Customer exceeds the monthly fair usage limit, the Company will make additional charges for excess usage. Details of current charges can be found at: www.pennycom.com/terms_conditions_broadband.html.

3.9 Where any Services are provided using IP (Internet Protocol), the Service may not operate if there is a power cut or broadband service failure this includes calls to the Emergency Services (police, ambulance, fire etc.).

3.10 Where an IP service is used to call the Emergency Services, we will pass on location information based on the information that the Customer has registered with the IP service. It is the Customer^'s responsibility to ensure that this information is kept up to date.

3.11 If a particular Service cannot be activated you will be notified as soon as possible and the Company may in its sole discretion offer an alternative.

3.12 If the Company is unable to activate a Service due to acts or omissions or incorrect information provided by you to the Company the Company reserves the right to charge a failed connection fee of £30 + VAT.

3.13 Occasionally a visit to your premises will be required. These visits are sometimes carried out by BT Openreach on our behalf and it is possible that BT Openreach or their contractors may contact you directly in relation to the appointment.

4 CHARGES AND PAYMENTS

4.1 Unless otherwise agreed in writing, the Customer agrees to pay for the Services (not including SMS services) by direct debit within 14 days of the date of our invoice, such invoice to be rendered once in each calendar month during the continuance of the Agreement. The Company may appoint an agent to collect the direct debit on its behalf.

4.2 SMS services are provided on the basis of pre-payment prior to distribution of any SMS service.

4.3 The Customer shall pay the price for the Services as set out overleaf in the Order. We shall be entitled to decrease our prices at any time, such decrease to apply to all Services provided after the date of the decrease and to be reflected in our next invoice. We shall be entitled to increase our Charges at any time and shall give you 30 days notice of any such increase, such increase to take effect after the expiry of such notice. Upon notification of such increase, the Customer shall be entitled to cancel the Agreement immediately by giving us notice in writing within 30 days of the date of our notice of increase in Charges except where a price increase is as a result of regulatory intervention then any notice period is waived.

4.4 We shall prepare and send electronic invoices for the Charges, each calendar month or in such other form and manner as shall be agreed with you. Where the Customer requests a format other than an electronic invoice, the Company may at its discretion make a separate charge for this changed format. Charges or rebates payable shall be calculated by reference to data recorded or logged by us and not by reference to any data recorded or logged by the Customer and such data shall be, in the absence of manifest error, final and binding.

4.5 The time of payment shall be the essence of the Agreement.

4.6 All sums referred to in the Agreement are stated exclusive of Value Added Tax and any other taxes of a similar nature which may be introduced from time to time.

4.7 The prices for the Services shall be due in full to us in accordance with the terms of the Agreement and the Customer is not entitled to exercise any set-off, lien or any similar right or claim.

4.8 The cost of making calls to Special Services Numbers is determined by the network operator and can change at any time without notice.

4.9 For inbound/PSMS services it is the Customer^'s responsibility to ensure compliance with any regulatory requirement to make callers aware of the costs, if any, of calling these Services.

4.10 Where the Customer^'s usage of inbound/PSMS services provided by the Company falls below the minimum level required to allow the Services to remain connected, a minimum charge of £10.00 (exclusive at VAT) will be made for each and every calendar month in respect of which the Services fall or remain below the minimum level required. This charge may be offset against any Charges made within that calendar month. In respect of outbound calls, if the actual monthly spend falls by over 75% of the monthly call spend at the time of signing this Agreement, the Company reserves the right to charge a minimum call spend charge of £10 plus VAT per month.

4.11 At the discretion of the Company the charge detailed in the preceding paragraph may be waived.

4.12 If you are disconnected for non-payment, there will be a charge of £30 plus VAT for each reconnection.

4.13 If the payment is late, cancelled or dishonoured for no valid reason, we will charge you £25 + VAT each time for our administration costs.

4.14 The value of any rebate due on inbound service numbers or PSMS is subject to, and can be changed at any time at the discretion of the Company. Any changes that are made will be pro rata to the changes of rates made by the public switchboard network operator.

4.15 If you fail to pay all Charges by the due date specified above we will temporarily suspend provision of the Service without warning. When you pay all charges including any additional Charges for non-payment, we will restore full service.

4.16 If you still fail to pay after temporary suspension of service, we will completely disconnect you from the System. Reconnection will be at our discretion and will only be considered when you have paid in full all Charges including re-connection charges.

4.17 You remain liable to pay all Charges under this contract even if any of the Services have been suspended or disconnected for non-payment or you have ported to another service provider or network.

4.18 We reserve the right to charge for any equipment provided by us to access the Services or in the case of reprogramming your equipment, any costs incurred by us.

4.19 Where a dispute arises between the Company and the Domestic User or Small Business User and the dispute is not capable of resolution through the Company^'s normal dispute procedures, the matter may be referred to the telecommunications ombudsman (www.otelo.org.uk) for resolution.

4.20 Any invoices that remain unpaid after 21 days will be charged interest at the rate of 4% above the published Bank of Scotland base rate until paid or charged a fee of £50, whichever is the higher. These may be waived at the Company^'s discretion.

5 the Company's LIABILITY

5.1 The Company will not be liable if it is unable to perform any obligation or provide the Services because of any factor outside of its control, including but not limited to payment of monthly call/SMS/PSMS revenue unless and until the carrier pays such revenue to the Company, acts of god, industrial action, default or failure of a third party or government action.

5.2 The Customer is required to indemnify the Company in respect of any costs or legal fees incurred by the Company as a result of the Customer's breach of this Agreement.

5.3 The Company^'s maximum aggregate liability to you in contract, tort (including negligence or breach of statutory duty) otherwise arising shall be limited to the aggregate amount paid by you to the Company.

5.4 the Company shall not in any event be liable to you in contract or tort or for breach of any statutory duty or in any other way for any indirect or consequential losses or for any loss of goodwill or reputation, loss of revenue, profits, contracts, business or anticipated saving.

5.5 The above limitations shall not apply to death or personal injury arising from the negligence of the Company for which no limit shall apply.

6 Suspensions of Services

6.1 The Company may suspend the Service(s) in whole or in part at any time without notice if the network or the System breaks down, or requires modifications or maintenance.

6.2 The Company may suspend the Services if the level of minutes/SMS/PSMS is below the minimum threshold of 100 minutes/SMS/PSMS per month in any three month period.

6.3 The Company reserves the right to make Charges for any reconnections and apply different payment terms as a condition of reconnection except only in the circumstances where the network breaks down, or requires modification or maintenance.

6.4 The Company may suspend the provision of the Services or any part thereof temporarily for operational or technical reasons.

7 When the Agreement Ends

7.1 The Company may terminate this Agreement in whole or in part immediately by notice in writing if:

(a) The Customer is in breach of any of the terms of this Agreement and does not remedy the breach within 7 days of the date of a written notice specifying the breach: or

(b) Makes or offers to make any agreement or composition with creditors or commit any act of bankruptcy, or if a petition or receiving order in bankruptcy is presented or made or if the Company reasonably anticipate that any of a such events are imminent or if a limited Company a resolution is passed to wind up the Company or if a receiver is appointed over the whole or any part of the Company's assets.

(c) Any license to run the Services, whether issued under the Wireless Telegraphy act 1949 to 1967 or Telecommunications Act 1984 or otherwise is revoked, terminated or modified for any reason either in whole or in part.

7.2 Following the termination of this Agreement the Customer^'s right to use any non-geographic or Premium Rate Number provided by the Company ceases immediately and the Company shall be at liberty to reallocate the number as in its absolute discretion it thinks fit.

7.3 Where the Customer terminates this Agreement at any time other than on the expiry of the Initial Term or on any subsequent anniversary of the expiry date of the Initial Term in accordance with clause 2.2 then the Customer will be liable for the following Charges:‑

(a) All rental (s)/low user charges outstanding for the remainder of the term;

(b) A pro-rata estimate of call charges that would have been due had the Agreement completed the agreed term. The charges will be calculated using the following formula A/B X C. Where A = the spend on the account during the term of the Agreement, B = the number of months of the Agreement up to termination and C = the number of months remaining of the agreed term or extended term.

7.4 The Agreement will remain in force for the ^'Initial Term^' and any subsequent term agreed between the parties. Following the termination of the Initial Term or the subsequent term, this Agreement may be brought to an end by either party giving the other 90 days notice in writing.

8 General

8.1 This Agreement is the complete and exclusive statement of the agreement between the Company and the Customer. It supersedes all understandings or prior agreements whether oral or written, and all representations or other communication between the Customer and the Company.

8.2 The Company may assign all or any of its rights and obligations under this Agreement without the Customer^'s consent.

8.3 The Company is hereby authorised to use the Customers line identify information to enable the Company to secure the relocation of Services for the Customer.

8.4 The Customer agrees to the disclosure to any telecommunications company, debt collection agency, credit reference agency, security agency, or financial institution, of any information relating to this Agreement and the account or such other disclosure as maybe within the Company data protection act registration.

8.5 The Company will address all bills and any notices under this Agreement to the account address. The Customer must inform the Company of changes in its address.

8.6 This Agreement shall be governed, construed, and shall take affect in accordance with the laws of England. It shall be subjected to the jurisdiction of the English courts.

8.7 Reference to acts of parliament includes amending legislation and instruments and regulations made there under.

8.8 Neither party will disclose to any third party without written consent of the other party any confidential information which is received from the other party as a result of this Agreement. Both parties agree that any confidential information received from the other party will be used for the purpose of providing or receiving Services. These restrictions will not apply to any information which:

a) is or becomes generally available to the public other than as a result of a breach of a obligation under this clause 8.10; or

b) is acquired from a third party who owns no obligation of confidence in respect of the information; or

c) is or has been independently developed by the recipient.

8.9 Notwithstanding clause 8.10, we will be entitled to disclose your confidential information to a third party to the extent that this is required by any court of competent jurisdiction or by a governmental or regulatory authority, or where there is a legal right, duty or requirement to disclose such confidential information.

8.10 If any provision of this Agreement is held by a court or governmental agency to be invalid, void or unenforceable, to remainder of this Agreement shall nevertheless remain legal, valid and enforceable.

8.11 The Company may vary these terms and conditions at any time subject to a minimum of 30 days notice in writing to the Customer. The Company may, however, waive this notice period where the variations are imposed on the Company due to legal or regulatory requirements. If the Customer decides to use the Service(s) after the any notice period then the Customer will be bound by these terms and conditions as varied.