OUR CURRENT  TERMS AND CONDITIONS AND FULL DETAILS OF ALL PRODUCTS AND SERVICES ARE ALWAYS AVAILABLE ON THE DIGITAL TELECOM AIRTIME LIMITED WEBSITE www.dtairtime.co.uk AND ARE DEEMED INCORPORATED HEREIN.

THE SERVICES MAY BE PROVIDED TO YOU ON A FREE OR TRIAL

BASIS AT THE SOLE DISCRETION OF DIGITAL TELECOM AIRTIME LIMITED.

1. Definitions In this agreement: “Act” means the

Telecommunications Act 2003 and any amendments to the Act

from time to time or any subsequent substitution thereof.

”Airtime Service Provider” means a third party supplying

airtime services to the Customer.

“Digital Telecom Airtime Limited” means Digital Telecom Airtime Limited whose registered office is at Whitehead & Howarth, <streetw:ston>

“Direct Debit” means any request(s) for any payment or

series of payments by bank direct debit payment method.

“Customer” means the customer detailed overleaf.

“Equipment” means any equipment or product (including for

the avoidance of doubt mobile telephones) supplied by

Digital Telecom Airtime Limited or any third party on behalf of Digital Telecom Airtime Limited to the

Customer.

“Minimum Term” means the period of 12 months from the

Commencement Date or such other period as is prescribed

for the relevant service or as is otherwise detailed

overleaf.

”Mobile Services” means the provision of services in

relation to mobile telephony.

“Services” means the provision of telecom services and/or

Equipment and/or Mobile Services and/or fraud monitor and

services provided by us relating to the Internet and any

related service provided by Digital Telecom Airtime Limited to the Customer under this agreement.

2. The Services and Equipment

2.1 Save as provided in  these terms and conditions Digital Telecom Airtime Limited shall provide the Customer with such Services and Equipment as are requested by the Customer and any use of the Services or payment for the Services is deemed acceptance of these terms and conditions. In respect of fraud monitor and other services the additional terms and conditions set out on our website shall be deemed to be incorporated herein. Digital Telecom Airtime Limited shall only become liable to supply Services to the Customer once satisfactory responses to credit checks and criminal bureau checks have been received by Digital Telecom Airtime Limited and (where appropriate) any airtime service provider. Digital Telecom Airtime Limited will monitor and record information relating to a customer’s trade performance and such records will be made available to credit reference

agencies, who may share that information with other

businesses in assessing applications for credit and fraud

prevention.

2.2 The Customer shall be responsible for the safe

keeping and safe and proper use of the Services and any

related Equipment after installation of the Services and the

Customer undertakes in particular:

2.2.1 not to cause any attachments other than those

approved for connection under the Act to be connected to

any Equipment.

2.2.2 not to contravene the Act or any other relevant

regulations or licences.

2.3 The Customer hereby agrees that its apparatus shall

at all times conform to the standard or standards (if

any) for the time being designated under the Act and

Digital Telecom Airtime Limited shall not be under any obligation to connect or keep connected any Customer apparatus if it does not comply or if in the reasonable opinion of Digital Telecom Airtime Limited it is

likely to cause death, personal injury, damage or to

impair the quality of any Services provided by Digital Telecom Airtime Limited.

2.4 The Customer undertakes to use the Services in

accordance with the Act and Digital Telecom Airtime Limited’s acceptable use policy and fair

usage policy (as published from time to time at

www.dtairtime.co.uk) and the Customer further undertakes

not to use the Services and to procure that none of its

employees use the Services:

2.4.1 as a means of communication for a purpose other

than that for which the Services are provided, and

2.4.2 for the transmission or receipt of any material

which is defamatory offensive or of an abusive or

menacing character or otherwise is in breach of Digital Telecom Airtime Limited’s acceptable use policy.

2.5 Any Equipment supplied by Digital Telecom Airtime Limited further to a rental agreement remains the property of Digital Telecom Airtime Limited and must be made

available for collection on the expiry or termination of

this agreement.

2.6 The Customer will not procure or be party to an

agreement or arrangement to provide or receive

telecommunications material, Services or services similar

to the Services by way of telecommunication provision via

the Equipment without the permission of Digital Telecom Airtime Limited in writing and the prior payment in full for the Equipment. For the avoidance of doubt the use and/or provision of services using the Equipment and/or Services which may be deemed by the airtime services provider as a gateway is a material breach of this agreement.

2.7 The Customer shall not publicise any number in any

way or commit to any advertising or publicity until such

time as it has received from Digital Telecom Airtime Limited in writing confirmation that the number is ready for service. Digital Telecom Airtime Limited will use reasonable endeavours to provide you with the Services by the dates agreed with you and to continue to provide the services until this agreement is terminated. Digital Telecom Airtime Limited will not be liable for any loss or damage should

the Service not commence or restart on the agreed date.

Where Digital Telecom Airtime Limited is supplying network services as part of the Services the Customer must provide to Digital Telecom Airtime Limited details of all the related services that it wishes to receive relating to any telephone number that the Customer wishes to use. Digital Telecom Airtime Limited will provide network Services through such party as it deems appropriate.

2.8 The Customer shall give Digital Telecom Airtime Limited at least 30 days written notice in the event that above average use of the Services is likely to occur. Digital Telecom Airtime Limited shall not be liable for failure/withdrawal of any part of the Services should

such notice not be given.

2.9 Digital Telecom Airtime Limited’s acceptable use policy and fair usage policy form part of this agreement and includes any restrictions imposed on Digital Telecom Airtime Limited by the provider to it of the Services

and/or Equipment and is designed to protect the level and

quality of the services that Digital Telecom Airtime Limited offers to all of its customers and permits Digital Telecom Airtime Limited to regulate the Customer’s use of the Services.

2.10 The Customer hereby specifically authorises Digital Telecom Airtime Limited to send/resend CPS during the continuance of this agreement, and hereby waives Digital Telecom Airtime Limited’s obligation to notify it of the

same being done. If the Customer wishes to receive such

notification then it must so inform Digital Telecom Airtime Limited in writing.

2.11 Where Digital Telecom Airtime Limited provides software to the Customer as part of the Services and/or Equipment Digital Telecom Airtime Limited hereby licences the software to the Customer solely for the use of the same by the Customer in connection with the Services and/or Equipment. This licence automatically terminates on termination of this agreement. Digital Telecom Airtime Limited does

not warrant that the software will be error–free and the

Customer hereby agrees to make proper back-ups of all

data.

3. Term 3.1 This agreement shall commence on the date

hereof and subject to the remaining terms of this Clause

3 shall continue for the Minimum Term and thereafter for

further periods each equivalent to the Minimum Term until

terminated by either party giving to the other not less

than 30 days prior written notice but not greater than

60 days prior written notice expiring at the end of the

Minimum Term or at the end of any subsequent period as

appropriate, such notice to be sent by recorded delivery

mail effective on the date the notice is received by

Digital Telecom Airtime Limited.

3.2 Either party shall be entitled forthwith to terminate

this agreement by giving written notice to the other if:

3.2.1 the other commits a continuing or material breach

of this agreement and, if the breach is capable of

remedy, fails to remedy it within 14 days after receipt

of a written notice giving full particulars of the breach

and requiring it to be remedied; or

3.2.2 an administrator takes possession or a receiver is

appointed over any of the property or assets of the other

party, the other party makes any voluntary arrangement

with its creditors or becomes subject to an administration order, the other party becomes bankrupt or goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and so that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other party under this agreement); or

3.2.3 the other party ceases, or threatens to cease, to

carry on business.

3.3 Digital Telecom Airtime Limited may terminate this agreement immediately if:

3.3.1 any licence or agreement under which Digital Telecom Airtime Limited or the Customer has the right to run its telecommunications system and in the case of the Customer connect it to the Digital Telecom Airtime Limited system is revoked, amended or otherwise ceases to be valid; or

3.3.2 the Customer is suspected, in the reasonable

opinion of Digital Telecom Airtime Limited, of involvement with fraud or attempted fraud in connection with use of the Services or this Agreement; or

3.3.3 Digital Telecom Airtime Limited reasonably suspects that the Customer is unable to pay or is refusing to pay Digital Telecom Airtime Limited charges and/or

budget plan payments.

3.4 For the purpose of clause 3.2, a breach shall be

considered capable of remedy if the party in breach can

comply with the provision in question in all respects

other than as to the time of performance (provided that

time of performance is not of the essence).

3.5 A waiver by either party of a breach of a provision

of this agreement shall not be considered as a waiver of

a subsequent breach of the same or another provision.

3.6 If the Customer gives less than the specified amount

of written notice to terminate this agreement (as per

Clause 3.1) or ceases to use the Services or a part

thereof (including reduced usage) or attempts to

terminate this Agreement prior to the expiry of the

Minimum Term or any subsequent period equivalent to the

Minimum Term or fails to achieve any minimum call spend

as set out overleaf, Digital Telecom Airtime Limited reserves the right to invoice

the Customer for the loss it suffers, which includes loss

of revenue for the short notice given for the balance of

the Minimum Term based upon an average of 6 calendar

months bills of the Customer in which periods the

Customer has made full use of the Services (or such

lesser period as is available). Upon termination Digital Telecom Airtime Limited shall be entitled to raise invoices for all sums due and all invoices (whenever raised) shall become due for payment immediately.

3.7 In the event of termination by either party for any

reason:

3.7.1 Digital Telecom Airtime Limited shall be entitled to recover from the Customer the Equipment or cost thereof as appropriate, including where appropriate, but not limited to the cost of installing or removing the Equipment, all liabilities, claims, costs , losses and expenses incurred by Digital Telecom Airtime Limited including the initial CPS and engineering costs and of providing the Services and all losses suffered by Digital Telecom Airtime Limited by way of third party claw-back where such claw-back is due to the breach by the Customer of this agreement or the third party agreement;

3.7.2 and until such time as the Customer has transferred

to a new provider, Digital Telecom Airtime Limited shall be entitled to amend its charges to its the standard published usage charges.

3.8 The rights to terminate this agreement given by this

clause shall not prejudice any other right or remedy of

either party in respect of the breach concerned (if any)

or any other breach. Continued use of the Services post

termination will result in Digital Telecom Airtime Limited levying its standard published usage charges for all Services used, which charges the Customer shall pay immediately upon demand.

4. Access to premises 4.1 To enable Digital Telecom Airtime Limited to comply with its obligations under the Agreement:

4.1.1 the Customer shall allow or procure permission for

Digital Telecom Airtime Limited and any other person(s) authorised by Digital Telecom Airtime Limited to have

reasonable access to the Customer’s premises and the

Services’ connection points or, where network connection

services form part of the Services, such location on the

Customer’s premises and/or any neighbouring premises as

Digital Telecom Airtime Limited reasonably requires and shall at all times provide such reasonable assistance as Digital Telecom Airtime Limited requests.

4.1.2 Digital Telecom Airtime Limited will endeavour to carry out work by appointment and during normal working hours, but may request the Customer to provide access at other times. If at the request of the Customer Digital Telecom Airtime Limited carries out work outside

its normal working hours the Customer will be responsible for Digital Telecom Airtime Limited’s reasonable additional charges.

4.1.3 the Customer shall carry out such site preparations

as Digital Telecom Airtime Limited may reasonably require.

4.2 If the Customer requests maintenance or repair work

which is found to be unnecessary or results from an act

or omission of the Customer, Digital Telecom Airtime Limited will charge for the work and the costs incurred.

4.3 The Customer hereby duly authorises Digital Telecom Airtime Limited, its dealers and agents to reprogram and or remove existing access equipment in order to provide the Services. In the event that the work is undertaken by the Customer’s existing telephone system maintainer and not Digital Telecom Airtime Limited, Digital Telecom Airtime Limited will pay a maximum contribution of £50 plus vat towards any charges raised by the Customer’s existing telephone system maintainer. The Customer to pay all other costs.

5. Charges and Payment

5.1 Following the expiration of a trial period that may be provided to you at the sole discretion of Digital Telecom Airtime Limited Telecom and unless otherwise specified in writing by Digital Telecom Airtime Limited the Customer agrees to pay Digital Telecom Airtime Limited’s charges and/or budget plan payments monthly by Direct Debit, the first payment to be made at the discretion of Digital Telecom Airtime Limited within thirty days of the start of

the provision of the Services and in accordance with the

applicable tariffs. Where network connection and/or line

rental services form part of the Services the charges

shall be paid in advance.

5.2 Usage charges will be such charges for the use of the

Services by the Customer as Digital Telecom Airtime Limited may notify to the Customer from time to time by e-mail or by post. Details of the Customer’s current charges can be obtained by emailing Digital Telecom Airtime Limited at info@dtairtime.co.uk with full account details. There will be a minimum monthly usage charge and low usage charge for each Service as set out in Digital Telecom Airtime Limited’s

price list from time to time. Usage charges payable shall

be calculated by reference to any data recorded or logged

by Digital Telecom Airtime Limited or its service carrier and not by reference to any data recorded or logged by the Customer. Digital Telecom Airtime Limited shall be entitled to estimate the usage charges in circumstances where the relevant data is not available to Digital Telecom Airtime Limited in a timely manner, and any estimated usage charge

shall be reconciled on a subsequent invoice.

5.2.1 Unless otherwise stated all other amounts due from

the Customer to Digital Telecom Airtime Limited shall be paid within 7 days of the date of Digital Telecom Airtime Limited’s invoice.

5.3 If the Customer fails to make any payment on the due

date then, without limiting any other right or remedy

available to Digital Telecom Airtime Limited (such failure to pay being a material breach of this agreement), Digital Telecom Airtime Limited may charge the Customer

an administration fee of £15 and interest (both before

and after any judgment) on the amount unpaid, at the rate

of 8 per cent per annum above HSBC’s

base rate from time to time, until payment in

full is made (a part of a month being treated as a full

month for the purpose of calculating interest).

5.4 The price for the Services is exclusive of any

applicable value added tax, which the Customer shall be

additionally liable to pay to Digital Telecom Airtime Limited.

5.5 The Customer agrees to pay Digital Telecom Airtime Limited in full without any set-off all sums due to Digital Telecom Airtime Limited under this Agreement.

5.6 Digital Telecom Airtime Limited shall be entitled to require the Customer to pay a deposit in respect of future usage charges and the Customer shall pay the amount so required within 7 days of a request for the same.

5.7 The Customer authorises Digital Telecom Airtime Limited to vary the amount, frequency and time of any Direct Debit to such level as Digital Telecom Airtime Limited deem reasonably appropriate (a) to take account of either an increase or decrease in usage of the Services by the Customer (b) to reduce such indebtedness of the Customer to Digital Telecom Airtime Limited and/or (c) to such other operational matter affecting the Services as Digital Telecom Airtime Limited shall in its discretion deem reasonable.

5.8 If any payment is cancelled or returned unpaid by the

Customer’s bank or if the Customer fails to discharge any

invoice within 7 days of its date, then without prejudice

to any right or remedies under this Agreement, Digital Telecom Airtime Limited shall from the time of such failure provide the Services at the standard published usage charges and in addition the Customer agrees to pay Digital Telecom Airtime Limited an administration fee of £25-00. For the avoidance of doubt the time of payment is of the essence of this Agreement and a failure to pay on time or the cancellation of a Direct Debit shall be a material breach of contract allowing Digital Telecom Airtime Limited to terminate this Agreement immediately.

5.9 Should the Customer have any dispute with regard to

the usage charges or any other charges, the Customer

shall give written notice to Digital Telecom Airtime Limited of the amount in dispute and the reason for the dispute. Any rectification or amendment of such disputed charges are limited to the 6 months prior to the written notification being received by Digital Telecom Airtime Limited and remains at Digital Telecom Airtime Limited’s sole discretion such discretion not to be unreasonably withheld. Such notice must be received prior to the Customer not paying any amount due to Digital Telecom Airtime Limited, failing which the Customer shall be deemed to be in breach of contract and clause 3.3.3 shall apply together with clause 5.8 and clause 5.3 in respect of the entire balance. The Customer shall remain liable to pay all amounts not in dispute in accordance with the terms of this agreement.

5.10 The Customer remains liable for all charges whether

the Customer or someone else used the services and

whether the services were used with the Customer’s

knowledge and consent or otherwise including and not

limited to calls made by a rogue callers and calls made

by any third party who has gained unauthorised access to

the Customer’s system.

5.11 Digital Telecom Airtime Limited retain the right to vary the charges set out in the tariff at any time upon giving the Customer 7 days notice such notice to be given either on the monthly invoice or on www.dtairtime.co.uk and continued use ofthe Service is deemed acceptance of these changes.

5.12 Any calls that are routed by any means beyond the

control of Digital Telecom Airtime Limited and for which you are invoiced by another provider will remain the responsibility of the customer.

6. Suspension of the Services

6.1 Digital Telecom Airtime Limited shall be

entitled, for business, operational or technical reasons

or in order to comply with any numbering scheme or other

obligation imposed on Digital Telecom Airtime Limited by its licence or by any other competent authority (including any network provider), to withdraw or change any telephone number or code or group of numbers or codes allocated to the

Customer whether on a temporary or permanent basis

provided that Digital Telecom Airtime Limited gives the Customer the maximum period of notice in writing thereof practicable in the circumstances.

6.2 If the Customer is in breach of a material term of

this agreement Digital Telecom Airtime Limited may at its sole discretion and upon giving the Customer written notice elect to suspend without compensation the provision of Services for a period not exceeding 14 days. If the breach is capable of remedy and is remedied by the Customer within the 14-day period then Digital Telecom Airtime Limited shall recommence the provision of  Services. If the breach is not capable of remedy or if so capable is not remedied within the period of 14 days, then Digital Telecom Airtime Limited shall have the option of either terminating this Agreement under the provision of clause 6.1 or of continuing the Services.

6.3 If the Customer’s call charges exceed the estimated

call spend or the credit limit given to the Customer by

Digital Telecom Airtime Limited, whichever is the lower, then Digital Telecom Airtime Limited reserves the

right to request immediate payment of the excess amount

and to demand in accordance with clause 5.6 a deposit be

paid in such amount as Digital Telecom Airtime Limited shall deem to be reasonable. If payment is not made forthwith by the Customer, Digital Telecom Airtime Limited shall be entitled to suspend all or any of the Services

until payment of the excess amount is made in full.

6.4 Notwithstanding and without prejudice to any of its

rights under this Agreement, Digital Telecom Airtime Limited reserves the right to withdraw the Services or any part thereof at any time if the monthly charges to the Customer are not, in the opinion of Digital Telecom Airtime Limited,

sufficient to make provision of the Services viable for

Digital Telecom Airtime Limited.

7. Liability

7.1 Nothing in this agreement shall exclude

or restrict the liability of either party for death or

personal injury resulting from its negligence.

7.2 If the Services fails to operate or the Customer

diverts traffic to another carrier, Digital Telecom Airtime Limited will not be responsible for that carrier’s charges.

7.3 Neither party shall be responsible to the other in

contract, tort or otherwise for any loss of business,

loss of data, contracts, anticipated savings or profits

or for any other indirect or consequential loss

whatsoever save that this exclusion shall not apply to

the fraudulent activities of either party nor to any

claw-back or other loss suffered by Digital Telecom Airtime Limited pursuant to the determination by an airtime services provider that the Customer has used and/or provided services using the Equipment and/or Services which it deems a gateway.

7.4 Each party’s liability in tort, contract or otherwise

arising out of or in connection with the performance of

either party’s obligations under this Agreement shall be

limited to £1,000,000 for any one incident or series of

incidents and £2,000,000 in aggregate.

7.5 Neither party shall be liable to the other for any

damage or loss which may be incurred by the other party

due to any cause beyond the first party’s reasonable

control including without limitation any act of God

failure or shortage of power supplies, trade dispute, any

act or omission of Government, highways, regulatory

bodies, other public telecommunication operators or other

competent authority, or supply of services by third

parties.

8. Mobiles

8.1 Digital Telecom Airtime Limited will prove quotes from all major mobile network suppliers for mobile deals.

8.2 The contracts will be between the Customer and the Mobile Network Supplier chosen and therefore the Customer agrees to their terms and conditions.

8.3 Digital Telecom Airtime does not accept any liability for discrepancies bewteen the Customer and Mobile Network Supplier

9. General

9.1 Digital Telecom Airtime Limited reserves the right to change the provider of the Services to it at any time; further Digital Telecom Airtime Limited reserves the right to change these terms and conditions at its sole discretion by giving the Customer not less than 14 days notice (usually on the front page of the monthly bill and/or on its website at www.dtairtime.co.uk), and continued use of the Services

thereafter will be deemed acceptance of such changes.

9.2 A notice required or permitted to be given by either

party to the other under this agreement shall be in

writing addressed to that other party at its principal

place of business or such other address as may at the

relevant time have been notified pursuant to this

provision to the party giving the notice and, save in

respect of a notice pursuant to clause 3.1, shall be

deemed served on the second after the same has been

posted.

9.3 If any provision of this agreement is held by a court

or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected

9.4 The Customer shall not assign sub-license, delegate

or otherwise deal with all or any of its rights and

obligations under this agreement without Digital Telecom Airtime Limited’s prior written consent, such consent not to be unreasonably withheld. Nothing in this agreement shall be deemed to grant to the Customer a licence to use any software or other intellectual property right (which shall include the Digital Telecom Airtime Limited trade marks) other than strictly in accordance with the terms of this agreement. For the avoidance of doubt, the Customer shall not be entitled to sub-license any such software or other intellectual property right.

9.5 These terms and conditions together with any terms

set out in the order constitute the entire agreement

between the parties, supersede any previous agreement or

understanding and, subject to clause 9.1 and 5.2, may not

be varied except in writing and signed by Digital Telecom Airtime Limited or varied orally and then confirmed in writing by Digital Telecom Airtime Limited. All other

terms, express or implied by statute or otherwise, are

excluded to the fullest extent permitted by law. In

entering into this agreement the Customer acknowledges

that it does not rely on any representations which are

not confirmed in the terms of this agreement, but nothing

in this agreement affects the liability of either party

for fraudulent misrepresentation.

9.6 The parties agree that the Contracts (Rights of Third

Parties) Act 1999 shall not apply to this agreement.

9.7 The laws of <country-regionw:ston><placew:ston>England shall govern this agreement, and

the Customer agrees to submit to the exclusive

jurisdiction of the <streetw:ston>

16/02/10