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Terms and Conditions up to 04 July 2007

These terms and conditions (the "Conditions") govern your use of the Service (as defined below); the content, features and functionality of the Service are described at www.demon.net/voiceconferencing. The Service is supplied by THUS plc, registered office 1-2 Berkeley Square, 99 Berkeley Street, Glasgow G3 7HR, Scotland, Company No. SC192666 ("THUS").

1. DEFINITIONS

1.1 In this Agreement, the terms set out below will have the following meanings:

"Agreement"	means these Conditions together with the Set-Up Form, the Modification Form and the User Guide as defined below;
"Agreement Date"	" means the date on which THUS accepts an instruction from the Customer (in the form of online submission of a Set-Up Form) requesting the provision of Service;
"Conference Room"	means a virtual conference room which enables conference call participants to join a conference call;
"Conference Room Number"	means the six digit number provided to a Customer through the Set-Up Form identifying a Conference Room and inputted by the Customer and conference call participants to enter the Conference Room;
"Customer"	means the individual or business who completes or on whose behalf the Set-Up Form is completed and includes the individual or business that completes or on whose behalf a Modification Form is completed and 'Customer' shall be construed accordingly;
"Demon"	means the brand of THUS utilised by THUS in the provision of certain of its products and services;
"Equipment"	means any apparatus or equipment provided by THUS or any third party to you as part of the Service;
"General Conditions"	means the general conditions of entitlement as set out in the notification issued by the Director General For Telecommunications on 22nd July 2003, in accordance with section 48(1) of the Communications Act 2003, pursuant to section 45 of said act, as may be amended from time to time;
"Modification Form"	means the form which you fill in and agree to online to modify your existing PIN details and/or email address;
"Services"	means the Demon branded services to be provided by THUS comprising of a conferencing service enabling the Customer to hold conference calls with up to thirty participants at any one time and as may be amended from time to time pursuant to Clause 10.2 and 'Service' shall be construed accordingly;
"Service Commencement Date"	means the date (or dates) THUS advises the Customer the Services are available;
"Set-Up Form"	means the form which you fill in and agree to online to order the Service;
"THUS System"	means the telecommunications system operated by THUS in accordance with the General Conditions;
"User Guide"	means the user guide provided by THUS to the Customer and found at www.demon.net/voiceconferencing

1.2 Reference to any statute shall be deemed to include any amendment, replacement or re-enactment thereof for the time being in force and to include any bye-laws, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made thereunder.

1.3 Reference to words importing the singular only also includes the plural and vice versa where the context requires.

1.4 The headings in this Agreement are for ease of reference only and shall not be taken into account in the construction or interpretation of this Agreement.

2. DURATION

2.1 This Agreement shall come into effect on the Agreement Date and shall continue in full force and effect until terminated in accordance with this Agreement.

2.2 THUS shall use its reasonable endeavours to provide the Service by the Service Commencement Date or such later date as may be notified by THUS.

2.3 In the event that THUS provides new or additional services or changes the Services (including without limitation upgrades or re-grades to the Services) under this Agreement a new term shall apply to each new, additional or changed services from the new Service Commencement Date as advised by THUS.

3. CHARGES

3.1 The Customer shall not be charged by THUS for this Service but will incur call charges in accordance with the tariffs imposed upon the Customer by their own call carrier from time to time.

3.2 THUS shall be entitled to review the charging arrangements under this Agreement on notice to the Customer from time to time. In the event that any proposed changes to the charging arrangements are not acceptable to the Customer, the Customer will have the right to terminate this Agreement in accordance with Clause 10 of these Conditions.

4. EQUIPMENT

4.1 The Equipment owned by THUS shall at all times remain the property of THUS and form part of the THUS System.

4.2 THUS shall have the right to modify or replace the Equipment or any part thereof provided that such modification or replacement is carried out at THUS' expense and does not materially impair the provision of the Services.

4.3 The Customer shall at its own expense provide and maintain, for the duration of this Agreement, a suitable environment, accommodation, facilities and electrical power in accordance with the relevant installation standards and regulations to enable it to receive the Services.

5. SERVICES

5.1 From the Service Commencement Date, THUS shall use its reasonable endeavours to provide the Services to the Customer but cannot offer any standards of service with this Service.

5.2 THUS does not guarantee that the Services shall be error free or uninterrupted.

5.3 THUS cannot guarantee protection of calls against unauthorised interruption, interference or interception by third parties and cannot and does not warrant or guarantee that third parties will not access, in an unauthorised manner, information or communications sent or received as part of the Service.

5.4 The Customer shall be required to comply with all laws, directions, codes or regulations relevant to the use of the Services.

5.5 The Customer must not use the Service in a way that does not comply with this Agreement or any legislation or applicable licence or that is in any way unlawful or fraudulent or, to the Customer's knowledge, has any unlawful or fraudulent purpose or effect; or in connection with the carrying out of a fraud or criminal offence against any public telecommunications operator; or in a way that does not comply with any reasonable instructions given by THUS; or attempt to use the Service in any way that modifies, decompiles or reconfigures the Service or any Equipment (if relevant) or software or copy any manual or documentation relating to the Service, without THUS' prior written consent, except as set out in this Agreement.

5.6 The Customer shall ensure that the Services are not used:

5.7 The Customer is responsible for the security and proper use of its Conference Room Number and PIN details used in connection with the Service and will not disclose them to third parties for any purpose other than in accordance with the terms of this Agreement. The Customer will only share its Conference Room Number and PIN details with trusted users as are permitted to share the Customer's access to the Service in terms of the Agreement.

5.8 You will notify us immediately if you believe your Conference Room Number and/or PIN details have been compromised.

5.9 THUS reserves the right to suspend a Customer's Conference Room Number and PIN details and/or the Services if at any time it considers that there is or is likely to be a breach of security.

6. TELEPHONE NUMBERS

6.1 The Customer shall not acquire any title or interest in any telephone numbers provided by THUS and shall not be entitled to sell or transfer such numbers without THUS' prior written consent.

6.2 Subject to THUS using its reasonable endeavours to provide the Customer with reasonable prior notice, THUS shall be entitled to modify or withdraw any telephone numbers provided to the Customer or introduce additional codes if this is required for regulatory, operational or technical reasons.

7. LIABILITY

7.1 THUS' liability in contract, tort (or delict) or otherwise (including liability for negligence) under or in connection with this Agreement is limited to £500 (five hundred pounds) in respect of all claims arising in any 12 month period.

7.2 Nothing in this Agreement shall exclude or limit the liability of THUS for death or personal injury arising as a result of THUS' negligence or for fraudulent misrepresentation.

7.3 THUS shall not be liable to the Customer in any circumstances for any loss of revenue, loss of profit, loss of use, loss or any destruction of data, loss of contract or loss of goodwill or any indirect or consequential loss including without prejudice to the generality of the foregoing loss or corruption of data transmitted over the THUS System.

7.4 Use of conference call recording or taping may subject the Customer to applicable laws or regulations, (including, but not limited to, such laws or regulations concerning notification to call participants of such features), and THUS shall not be liable for compliance with the applicable laws or regulations on the Customer's behalf.

7.5 Neither party shall be liable for any breach of this Agreement or any delay in performance of its obligations (other than the obligation to pay) to the extent that such breach is caused by circumstances beyond that party's reasonable control including Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving their employees), extremely severe weather or acts of local or central Government or other competent authorities. If either party is affected by circumstances beyond its reasonable control, it shall notify the other party and shall use reasonable endeavours to overcome the effects.

7.6 If any of the events detailed in Clause 7.5 continue for more than 3 months either party may serve notice on the other terminating this Agreement without further liability.

7.7 The Customer shall indemnify and keep indemnified THUS against any or all claims and associated costs, damages or expenses made by any third party as a consequence of any act or omission of the Customer in relation to this Agreement or the Customer's use of the Service.

7.8 Except as expressly set out in this Agreement, all warranties, conditions, undertakings or terms implied by or expressly incorporated as a result of custom and practice, statute, common law or otherwise are hereby expressly excluded so far as permitted by law.

8. TERMINATION AND SUSPENSION

8.1 Without prejudice to the rights and remedies of THUS and the Customer under this Agreement either party may terminate this Agreement forthwith in the event that:-

8.2 Without prejudice to its other rights in terms of this Clause 8, THUS may at its sole discretion elect to suspend provision of the Services forthwith until further notice if it is entitled to terminate or if the Customer is otherwise in breach of the terms of this Agreement or if THUS is obliged to comply with any relevant order or instruction of Government or other regulatory authority or if any wayleave or other consent required for the purposes of providing the Services is withdrawn, revoked or otherwise ceases to have effect.

8.3 Either party may terminate this Agreement at any time by giving one months notice in writing of its intention so to do to the other party.

9. ASSIGNATION

THUS shall be entitled to assign or sub-contract the whole or any part of its rights and obligations under this Agreement.

10. ENTIRE AGREEMENT

10.1 This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and other than in relation to any fraudulent misrepresentations supersedes all other agreements and representations made by either party whether oral or written.

10.2 If THUS exercises its right to amend the terms and conditions of this Agreement or the Services provided hereunder on notice to the Customer, the Customer shall be entitled to terminate this Agreement by giving THUS at least seven days' notice, provided that the amendment is (i) to the Customer's detriment; and (ii) not an amendment made by THUS in response to a legal or regulatory change.

10.3 The Customer's notice to terminate must be received by THUS before the amendment takes effect and must be provided in accordance with Clause 14.3 herein. If the Customer does not exercise this right to terminate, you will be deemed to have accepted such amendment, whether or not you continue to use the Services after any amendment takes effect.

11. NO WAIVER

11.1 Failure or delay by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

11.2 In the event either party agrees to waive a breach of this Agreement by the other party, that waiver is limited to that particular breach.

12. LAW AND ARBITRATION

12.1 The Agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the non exclusive jurisdiction of the English Courts.

12.2 The parties shall use their reasonable endeavours to resolve any dispute arising under this Agreement by direct negotiations between the parties. If the dispute is not resolved within 14 days through direct negotiation the parties will attempt to resolve the matter through the Alternative Dispute Resolution (ADR) procedure as recommended to the parties by the Centre For Dispute Resolution. If the matter has not been resolved by an ADR procedure within 30 days, or if either party will not participate in an ADR procedure within such thirty day period, the dispute shall be referred to litigation in accordance with Clause 12.1. Notwithstanding the foregoing it is acknowledged and agreed that either party shall be entitled to seek injunctive relief in any court of competent jurisdiction if the other party is in breach of any of the terms hereof.

13. RIGHTS OF THIRD PARTIES

A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

14. GENERAL

14.1 The rights and remedies provided by this Agreement are exclusive and not cumulative and exclude all other rights and remedies (whether express or implied) provided by common law including negligence claims in tort or delict or statute in respect of the subject matter of this Agreement.

14.2 The termination or expiry of this Agreement shall be without prejudice to the rights of either party which have accrued prior to termination or expiry. Clauses that are expressed to survive or which are by implication intended to survive termination or expiry of this Agreement shall so survive.

14.3 All notices required to be given by one party to the other shall be deemed sufficiently given when forwarded by prepaid registered mail, by facsimile, by email to the Customer's email address provided on the Set-Up Form or the Modification Form (as the case may be) or hand delivered to the other party's registered address or other address, email address or facsimile number as either party notifies to the other.

14.4 Such notices shall be deemed to have been received 3 business days after mailing if forwarded by mail, and the following business day if forwarded by facsimile, email or hand-delivered.