1. C3Telecom's Service.

1.1 C3 agrees to:
1.1.1 provide the customer with the service and, where appropriate, with auto dialer equipment; and
1.1.2 exercise the reasonable skill and care of a competent telecommunications operator.
1.2 C3 shall arrange to upgrade or reprogram the Customer’s equipment as agreed between the parties.

2. The Customer’s responsibilities.

2.1 The Customer agrees to:
2.1.1 ensure that any equipment used by the customer in conjunction with the service conforms with the relevant standards and approvals;
2.1.2 hold such licences as are required under the Telecommunications Act 1984 (including any ammendments thereto) to connect with C3 and / or their suppliers’ equipment and to receive the service.
2.2The Customer agrees not to:
2.2.1 use the service for and illegal or improper purpose nor allow another to do so;
2.2.2 assign or transfer the Contract or any part of it without the prior written consent of C3.

3. Fault resolution.

3.1The customer shall notify C3 of any material fault in the service and C3 shall use all reasonable endeavors to remedy the fault as quickly as possible.
3.2 At the Customers request, C3 may agree to work outside its normal business hours and the Customer shall then pay C3 reasonable charges for complying with such request.
3.3 The Customer shall be charged for any repair work and all reasonable costs incurred by C3 if such repair work results from the Customers own act or omission or is requested by the Customer but is found by C3 to be unnecessary.

4. Suspension of the Service.

4.1 C3 may, in its sole discretion and upon giving the Customer reasonable written notice, suspend the Service without compensation if C3:
4.1.1 is entitled to terminate the contract.
4.1.2 is required to do so to avoid a breach of licence.
4.1.3 is obliged to comply with an order, instruction or request of the Government, an emergency services organisation or other competent administrative authority which affects its ability to supply the service.
4.1.4 believes the service is being used in connection with any illegal or improper purpose;
4.1.5 reasonably believe that the Customer will fail to pay any amount due under this Contract.
4.2 The Customer shall reimburse C3 for all reasonable costs and expenses incurred as a result of such suspension and any re-commencement of the Service as appropriate where suspension is implemented as a result of any act or omission of the Customer.

5. Liability.

5.1 Each party’s total liability
to the other arising from whatever cause (including negligence) in connection with this Contract, and any other contract for C3 services, shall be limited to £500,000 (five hundred thousand pounds) per event or series of connected events and £1,000,000 (one million pounds) in any twelve month period.

5.2 Neither party shall be liable to the other for indirect or consequential losses or otherwise for harm to business, lost revenues, loss of anticipated savings or lost profits.
5.3 Nothing in these terms shall serve to limit either party’s liability in respect of death or personal injury caused by or arising from that party’s negligence.
5.4 All warranties and conditions, whether express or implied, are excluded.

6. Charges and payment.

6.1 C3 reserve the right to change the charges on 30 days notice to the customer.
6.2 Call Charges shall accrue from
the date on which the Customer commences use of the service and shall be invoiced monthly in arrears.
6.3 Each invoice shall be paid by the Customer within fourteen days from the date of the invoice.
6.4 Interest shall accrue on overdue invoices from the due date until payment (whether before or after judgment) at the annual rate of 5 percent above the base lending rate from time to time of the HSBC. Interest shall accrue even if the contract is terminated for whatever reason.
6.5 All sums due to C3 are exclusive of Value Added Tax and any other applicable sales tax or duty which shall be Invoiced at the prevailing rate. The Customer will pay any due Value Added Tax to CX upon presentation of a valid invoice
6.8 Call charges shall be calculated by reference to data recorded by the network operator and not by reference to any data recorded or logged by the Customer, nor by reference to any information provided by the network operator to the Customer for information purposes only.

7. Term and termination of the Contract.

7.1 This contract shall start upon C3 receiving the request for service.
7.2 The Customer may terminate the contract at any time by providing 30 days written notice and paying all outstanding invoices. C3 shall only charge the Customer for such cancellation if the Customer cancels the Contract prior to making use of the service whereupon any third party cancellation charges and any other reasonable costs incurred by C3 shall be payable by the Customer to C3.
7.3 C3 may terminate the Contract:
7.3.1 at any time by providing 30 days notice; and
7.3.2 forthwith following suspension if the service.
7.4 Either party may terminate the contract forthwith if:
7.4.1 the other party has committed a material breach which is incapable of remedy.
7.4.2 the other party has committed a material breach which is capable of remedy but which fails to remedy in fifteen (15) days.
7.4.3 the other party becomes unable to pay its debts as stated in
section 123 of the insolvency act 1986 (including any ammendments).
7.4.4 a liquidator (or other professional relevant to bankruptcy) is appointed to manage all or some of the other party’s assets (other than for solvent amalgamation or reconstruction).
7.5 Either party may terminate the contract if the service is interrupted for a period exceeding one month due to any event outside the reasonable control of the parties.
7.6Termination of the Contract shall not relieve the Customer of its obligation to pay any charges incurred or affect in any way the continuation in force of paragraphs 5,6 and 8.

8. General

8.1 C3 may use sub-contractors to perform its obligations under this Contract.
8.2 If any provision of the contract is held by court or any governmental agency or authority to be valid or unenforceable, the remainder of the Contract shall to the extent possible remain valid and enforceable.
8.3 In the event that the service fails and the Customer has to use the Service of another organisation, C3 will not be responsible for any charges that the other organisation should make.
8.4 Neither party shall be liable to the other for any loss or damage that is caused by an event beyond its reasonable control. Such events include, but are not limited to, acts of God, lightening damage, fires, deficient power supplies, labour disturbances, loss of service on exchange lines provided by other telecommunications operators and any acts or omissions of Governments, highways authorities, other telecommunications operators or other third parties generally.
8.5 The Contract shall only be modified by written agreement of both parties.
8.6 Failure by either party to exercise or enforce any right under the Contract shall not deprive the other party of the right to exercise or enforce any rights under the Contract on any later occasion.
8.7 The Contract expresses the entire understanding of the parties in relation to the Service and replaces any and all former agreements, understandings, offers and representations (both written and oral) relating to the service.
8.8 The Contract shall be governed by English law and the parties irrevocably agree to the exclusive jurisdiction of the English courts.