2. NETWORK AND DATA SERVICES

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1 1. DEFINITIONS The following words have the following meaning: 1.1 The Agreement means these Terms and Conditions and the Customer Order Form. 1.2 Chalvington Group, Chalvington Comms, Chalvington Network Services, Chalvington Mobiles, and Chalvington ICT Solutions mean the Telecommunications and ICT Provider, which is a part of Chalvington Communications Ltd Registered No , Registered Office 18 Hyde Gardens Eastbourne, East Sussex, and may also be referred to as We, Our and Us. 1.3 B.T. means British Telecommunications PLC. 1.4 B.T. Openreach are a division of United Kingdom Telecommunications operator BT Group, established after BT reached an Agreement with Ofcom to implement certain undertakings, pursuant to the Enterprise Act 2002, after Ofcom's strategic review of telecommunications. 1.5 Service Provider a company that provides a specific Service or Services. 1.6 Customer means the Company, partnership, sole trader or other legal entity named in the Customer Order Form, and may also be referred to as You or Your. 1.7 Order Form means the accompanying document titled Order Form containing details of the Customer and Services or Purchase Order provided by the Customer. 1.8 Data Services means the Services relating to Data and specified in the Customer Order Form. 1.9 Equipment means any Equipment supplied by the Chalvington Group to the Customer Line Rental means Rental of the Customer s telephone Lines previously supplied by B.T. or other Service Providers Minimum Term means the minimum term shown on the Customer Order Form or, where applicable the Term specified in a particular section of these Terms and Conditions Services means the Services requested by the Customer and particularised in the Customer Order Form Goods means products provided by the Chalvington Group, including but not limited to Equipment, Cabling, Hardware and Software products Third Party means any Person not employed by or Organisation/Business which is not part of the Chalvington Group. 2. NETWORK AND DATA SERVICES 2.1 We will supply and charge the Customer for Calls, Line Rental and xdsl as set out in the Network/Data Services Plan, (and amended at Our discretion). We will invoice the Customer by monthly in arrears for call charges and in advance for Line Rental. The Customer must pay the invoice by the fourteenth (14th) day after the date of invoice by Direct Debit (where the Customer fails to complete the Direct Debit form, a 4.50 surcharge shall be added to the charges and where the Customer fails to accept invoicing by , there will be a monthly postal charge of This is also applicable for any replacement invoice sent by post). 2.2 We provide cover for dial-thru telephony fraud as standard on all telephone numbers we support at a cost of 0.95 per active telephone number per month. The Customer excess for this cover is If the Customer fails to make any payment within fourteen (14) days of the date of the invoice, a late payment fee of 5.00 will be automatically applied. If the Customer fails to make any payment within twenty one (21) days, We may suspend the Services and to reactivate there is a charge of Reactivation of Services may take up to forty eight (48) hours and includes working days only (Monday to Friday). 2.4 If the Customer is unobtainable and/or bills remain unpaid, We reserve the right to suspend Network/Line Services for forty eight (48) hours. If contact is still not made after a further twenty four (24) hours, Network/Line Services may be ceased. This may result in telephone numbers being lost and new installation costs to reinstall Lines. 2.5 There may be occasions when telephone calls leak over the Chalvington Network during or following the transfer of Services from Our Network to a Third Party. It is the responsibility of the Customer to pay these charges as calls cannot be billed twice. 2.6 In the event of leakage over a Third Party Network (e.g. BT) while Services are retained by Us, We reserve the right to levy additional charges for costs which We may incur as a result. 2.7 We take no responsibility for any additional costs incurred should Openreach decide that any work is required further to the work quoted in order to provide you with your Service. 2.8 We take no responsibility for missed appointment charges. The Customer will be informed of the date and time slot of their appointment and if the Openreach engineer is unable to gain access to the premises in order to carry out their work, We will levy a Missed Appointment charge. Should the Openreach engineer fail to attend during the agreed time slot, it is the responsibility of the Customer to inform Us of such failure within one working day. 2.9 We take no responsibility for any Services lost or not retained, permanently or for a period of time, including CLIs (caller Line identification, your telephone number) by BT Openreach We take no responsibility for any termination charges or additional charges brought by any losing party as a result of the transfer of your Service, unless specifically obtained in writing, from a representative of

2 Chalvington Group, prior to the signing of any Agreement or Purchase Order We take no responsibility in configuring the xdsl Service to work with the Customers Network and/or Computers. Visits to site where connection has not been completed successfully following remote technical support will be charged at vat We may obtain telecommunication Services from a carrier in order to supply the Data Services to the Customer The Customer accepts that it is technically impracticable to provide telecommunication Services which are entirely free of fault and that We do not undertake to do so, therefore We cannot offer compensation for any downtime experienced on Standard Care Lines. We may offer a gesture of goodwill payment for Lines with Enhanced Care where faults take longer than forty eight (48) hours to resolve The Customer accepts that they may not be able to receive Data Services due to certain technical restrictions. If such technical restrictions are discovered after the date of the Agreement, We shall have the right to immediately terminate the Agreement in whole or in part without prejudice to any of its rights under the Agreement Any installation fees associated with the Network/Data Services shall be payable within fourteen (14) days of the date of invoice All fees are subject to change from time to time. In the event that the carrier increases its fees, details of any such increase shall be provided to the Customer as soon as reasonably possible Nothing in this section of the Agreement shall affect the party s rights of termination or after termination in 3. MOBILES 3.1 Should the Customer terminate the mobile telephone Agreement prior to the end of the minimum term or fail to settle termination costs, they will pay to us any charges levied by the relevant Network as a result. 3.2 Goods or Services ordered at a distance (e.g. over the telephone or online) may be cancelled within seven (7) working days from the day after placing the order without liability to Us, but may not be cancelled once We have provided any part of such Goods or Services to the Customer within the Agreement. 3.3 Requests by the Customer to return Goods/Equipment must be made within one (1) working day of delivery of the Goods/Equipment and are subject to Our approval. 3.4 The Customer agrees that failure to provide any payment due to the Mobile Service Provider within the agreed terms and conditions of Service will render them liable for any costs/charges incurred by Us as a result and will be payable to Us on demand. 3.5 It is the responsibility of the Customer to check the suitability of any Mobile Telephone Hardware including but not limited to: handsets, tablets and dongles, and signal coverage of the designated Service Provider for their needs before an order is place with Us. 3.6 Nothing in this section of the Agreement shall affect the party s rights of termination or after termination in 4. FINANCE AND CREDIT 4.1 The Customer hereby consents to and will arrange to obtain the consent of its owners, directors, officers and assigns, to enable Us to carry out searches with credit reference agencies relating to the credit worthiness of the Customer and/or its owners, directors, officers and assigns. The Customer undertakes to supply or procure the supply of all information requested for a credit search with a credit reference agency, who will add to the Customer's records and/or those records of its directors, officers and assigns details of the searches and these will be seen by other organisations that make searches. 4.2 It is agreed that where We approach a Finance Provider to arrange Finance for the purchase of Equipment then We act as an agent for the Customer and not for the Finance Provider. 4.3 The Customer undertakes to supply all information requested by the selected Finance Provider(s) who will register searches with one or more credit agencies and will add to the person's records, details of the searches which will be seen by other organisations that make searches. 4.4 Where Third Party indemnities are required by the Finance Provider, failure to provide such indemnities shall constitute a breach of these Conditions and shall entitle Us to retain any deposit paid by the Customer. 4.5 After Delivery and when Installation (where applicable) has been completed, any failure by the Customer to complete the finance Agreement documentation and commence payment in accordance with the terms of the Finance Agreement shall render the Customer liable to pay to Us the whole of the Price (plus VAT) within seven (7) days of presentation of an invoice. 4.6 At the end of the Finance Agreement, any Customers not wishing to take full ownership of the Equipment are liable to send all Equipment back to Us at their own cost. 4.7 Once the Finance Agreement is terminated if ownership is not taken, the Customer has seven (7) days to return the Equipment, at their costs, or incur charges of per day. Removal by an engineer will be charged at Our standard rate. 4.8 If Equipment is not returned by the Customer, We or a nominated Third Party may enter upon any premises of the Customer or any Third Party where the Equipment may reasonably be believed to be stored

3 and collect the Equipment. Costs liable of the Customer. 4.9 Should returned Equipment be incomplete, We reserve the right to invoice the Customer for 50% of the suggested retail price of each missing item Nothing in this section of the Agreement shall affect the party s rights of termination or after termination in 5. EQUIPMENT PAYMENT 5.1 Cash Sales: A deposit equal to one half of the Price (Plus VAT) is required at the time of placing an order. The balance of the Price (Plus VAT) as defined, is payable immediately upon completion of Delivery. 5.2 Finance Plans: Where payment is arranged through a Finance Provider, payment shall be in accordance with the terms of the Finance Agreement. 5.3 Unless otherwise specified, the Price is based on the assumption that the Equipment and (where applicable) Installation Services will be completed in one visit to the site. Accordingly, We may at Our discretion at any time, increase the Price to take account of any additional costs to Us (including but not limited to storage and delivery costs) by reason of delivery taking more than one visit. 5.4 Payment of all sums due to Us shall be made without any set-off whatsoever. 5.5 Nothing in this section of the Agreement shall affect the party s rights of termination or after termination in 6. SUPPLY AND DELIVERY OF EQUIPMENT 6.1 It is the responsibility of the Customer to satisfy themselves that the Equipment ordered will meet their requirements. 6.2 We will use our best endeavours to deliver Goods in accordance with the Customers requirements but will not be responsible for any consequences of late delivery howsoever caused. 6.3 If the Customer fails to take delivery of the Equipment, or if by reason of any instructions or lack of instructions from the Customer, the delivery of any Equipment, in accordance with the Contract, is delayed for more than twenty-eight (28) days, after We have given notice in writing to the Customer that the Equipment is ready for delivery, the Equipment shall be deemed to have been delivered in accordance with the Contract and thereafter the Equipment shall be deemed to be at the risk of the Customer. The Customer shall pay to Us, the reasonable costs of storing, protecting and preserving such Equipment after the expiry of such period of twenty-eight (28) days. 6.4 If by reason of refusal or delay of delivery or installation, the Equipment shall be deemed to have been delivered in accordance with condition 6.3 then payment shall be made by the Customer to Us for the balance of the Price within seven (7) days of such deemed delivery date. 6.5 The Customer will examine Goods immediately on delivery and immediately notify Us of any shortages/damages. We reserve the right to reject claims in respect of shortages or damage in transit or non-delivery eight (8) hours after the due date for delivery. 6.6 Nothing in this section of the Agreement shall affect the party s rights of termination or after termination in 7. ICT SERVICES 7.1 Software The Customer undertakes to comply strictly with any license requirements on software supplied by us that are imposed by the Chalvington Group or any Third Party from whom the software has been originally licensed Programs from third parties are supplied by Us according to the manufacturer s specification It is the Customer s responsibility to confirm that all programs, whether manufactured by Us or by a Third Party, suit the Customer s purposes prior to purchase We accept no liability for any loss or damage (whether consequential, economic or otherwise) from a failure on the part of the Customer to adhere to the licensing requirements of any software The Customer agrees to reimburse or refund any costs, legal expenses or damages incurred by Us by reason of the Customers failure, intentional or otherwise to adhere to the licensing requirements of any software Any program designed and manufactured by Us is only warranted to work according to our provided specification and provided that the Customer strictly complies with any instructions from Us and that the use or operation of such software is not hampered by Third Parties or unauthorised installation. 7.2 Data Security It is the responsibility of the Customer to ensure that adequate backup copies of system, program and Data files are taken. We may advise on the frequency and method of such backing up, but take no responsibility for any problems arising from inadequate backup process or availability It is the responsibility of the Customer to ensure that the power supplied to the computer and ancillary Equipment is of a stable nature and not subject to interference from other electrical or electronic Equipment. We take no responsibility for any loss or damage resulting from an insufficient or unstable power supply.

4 7.3 Nothing in this section of the Agreement shall affect the party s rights of termination or after termination in 8. MAINTENANCE AND INSTALLATION SERVICES 8.1 The Period of Maintenance will start on the installation date and continue for the Standard Minimum Term or the period of the lease/hire Agreement, whichever is greater. Unless otherwise specified on the Order Form or the individual Service Agreement. 8.2 The Customer shall at all times: a. Immediately notify Us of any information We reasonably require to enable us to proceed with the performance of the Services. b. Afford our staff and other authorised personnel full and safe access to the installation address to enable us to carry out the Maintenance or Installation Services Where a date/time for on-site Service has been agreed the Customer accepts that failure to provide access when specified will result in charges for time at our standard rate which will be payable to Us on demand. 8.4 If Equipment becomes faulty and Maintenance has not been taken out, this becomes the responsibility of the Customer and any assistance provided by Us or new Equipment purchased will be at their cost. 8.5 For full Terms and Conditions of Maintenance and Service Agreements it is the responsibility of the Customer to refer to the individual Support Agreement, or Our website ( 8.5 Nothing in this section of the Agreement shall affect the party s rights of termination or after termination in 9. GENERAL PROVISIONS 9.1 Invoicing and Payments All sums due to Us under the Agreement are exclusive of Value Added Tax and any other applicable taxes, which may from time to time be introduced, these shall be charged in accordance with the relevant regulations in force at the time of making the taxable adjustment and must be paid by the Customer Any disputes arising from invoices received are to be notified to Us in writing within seven (7) days of the invoice date If payment should not be received within thirty (30) days from the date of invoice, We will be entitled to charge the sum of in administration costs incurred in taking steps to secure payment. In addition to administration costs, a special administration fee of 100 will also be chargeable should the debt go to a recovery agency following notification of the intention to refer Unpaid cheques and returned requests for Direct Debit where We have not been notified in advance by the Customer for reasons including but not limited to: changes in banking details, cancellation of the instruction and insufficient funds are chargeable at We reserve the right to allocate monies we hold from you under other Agreements you have with us to cover any outstanding amounts you owe us Should the Customer fail to settle any amount due following the termination of Services, We reserve the right to automatically debit the amount from any direct debit mandate that may be set up in our favour at the time without obstruction by the Customer Should we fail to charge for Goods or Services immediately following their provision whether by Our failure to charge or charges being supplied to us late by a Third Party, it will not constitute a breach or waiver Our right to request payment We reserve the right to charge for administration costs with regard to extraordinary activity on Your account including but not limited to repeated requests for information and dealing with invalid disputes. Any letters sent following the initial response to resolve a query, will be charged at per letter and copy invoices provided in any medium other than , will be charged at 1.50 per invoice. 9.2 Retention of Title All Goods remain Our property until paid for in full Should payment not be received by us in full within the agreed Terms, We shall be entitled to require the Customer to deliver up the Equipment to Us and if the Customer fails to do so forthwith to enter upon the premises of the Customer and repossess the Equipment. The Customer will also pay to Us any sums lost or incurred as a result of this. 9.3 Incentives and Bonuses From time to time We may offer incentives to Our Customers. Should the Customer decide not to utilise these offers, We are not obliged to offer an alternative Any incentives/free Services offered by Us must be used within twelve (12) months of the commencement of The Agreement unless otherwise stated on the. No Carry-over is permitted. 9.4 Duration, Cancellation and Termination In signing this Agreement, the Customer agrees to pay for the Services specified in the Customer Order Form for a minimum term of thirty six (36) months unless otherwise specified in the Terms and

5 Conditions or the additional notes section of the Order Form The Customer agrees that signing this Agreement will terminate any corresponding Service Agreements with their existing Service Provider including but not limited to Calls, Line Rental and xdsl. The Customer authorises Chalvington Communications Ltd to use all information they provide in order to liaise directly with the Service Provider No cancellation, suspension or variation of an order requested by the Customer shall be valid unless agreed by Us in writing. In the case of the Customer cancelling before installation/delivery, they shall be subject to provide payment to Us in compensation for expense incurred in connection with the order and for loss of profit amounting to 25% of the invoice value or 500, whichever is the greater Following the relevant minimum term, the Agreement may be terminated at any time by either party giving the other not less than three (3) calendar months written notice If the Agreement is terminated by the Customer before the expiry of the Minimum Term or relevant Renewal term, We reserve the right to charge the full Rental of Services in relation to any unexpired part of the relevant term, as well as Call charges based on the average Calls invoiced during the previous three (3) months, subject to a minimum charge of Without prejudice to any other rights or remedies under the Agreement or at law, We may terminate the Agreement, or cancel the Services at any Site immediately by serving written notice on the Customer if: a. the Customer becomes insolvent or is subject to a court winding up order, or b. the Customer commits the breach of any material obligation under this Agreement and in the case of a remediable breech, fails to remedy the breach within fourteen (14) days of receiving written notice to do so from Us following which all Service/Maintenance charges to the end of the relevant Minimum Term/s and Call charges based on the average Calls invoiced during the previous three (3) months, subject to a minimum charge of On termination of this Agreement for any reason the Customer will:- a. Pay Us all outstanding charges due under this Agreement, in full and on demand. If the Customer fails to pay these charges within four (4) days of planned Service migration to another Service Provider, We reserve the right to suspend all Services until payment is received in full. b. If a Company changes ownership, it is the responsibility of the signatory on the Order Form to secure and provide payment for all outstanding invoices. c. If a Company changes ownership, the new owner takes responsibility for payment of any Services provided by Us and must transfer or request the cease of any Services it does not wish Us to continue to provide within thirty (30) days or enter into a new Minimum Term Agreement. 9.5 Renewal Prior to or following the end of the Minimum Term, We will write to remind the Customer that the Agreement and/or specific Service are due for renewal If no written response is received from the Customer within thirty (30) days of the date of the letter, We shall take this as notification that the Customer agrees to renew the Services specified for the standard Minimum Term. 9.6 Warranties and Liability Goods supplied to the Customer will be subject to the manufacturer s warranty, however it is always recommended that the Customer purchase a Maintenance contract in addition to any warranty We shall be under no liability for any damage or loss (whether consequential, financial or otherwise) arising or said to arise from the use of any products sold by Us. Where Goods are supplied by Us and are used in conjunction with Goods supplied by a Third Party, Our responsibility shall be limited solely to the correct working and functioning of the Goods We have supplied We shall not be under any liability whether in contract, tort or otherwise and whether or not resulting from our negligence or that of our employees, servants or agents, in respect of Goods delivered or for any damages or loss resulting from the use of Goods. 9.7 Provision of Notices and Handling of Complaints The Customer may send us notices under or in connection with this Agreement by post to Chalvington Group, 6 & 7 Apex Business Park, Hailsham, East Sussex, BN27 3JU; or by to info@chalvingtongroup.com; or Via our website at Should the Customer wish to complain about the Goods or Services provided by Chalvington Group, they may do so by: Calling , or any of the other methods as specified in section Any notices provided to us by post should be sent via recorded delivery. Failure to provide proof of postage for items sent which are not received by Us will render the notice void If the Customer is not happy with the outcome of a complaint, they may contact the Ombudsmen Service, the details of which are available on request. 9.8 Miscellaneous The Customer agrees that by Signing this Agreement they are using the Services for Business Purposes, are not a Consumer and are legally able and duly authorised to enter into this Agreement. By signing this Agreement, the Customer acknowledges that We occasionally monitor and always record calls made to Us or by us relating to Our business. We do this for training purposes and to improve the quality of

6 Our Customer Services, including complaint handling The Customer agrees that any information including but not limited to personal, trading location and status provided to Us, is true, accurate, current and complete in all respects and that any changes will be notified to us immediately in writing or by calling us on In the event of fraudulent activity by the Customer, the Customer agrees to return any and all Goods/Equipment related to the fraud and shall pay all costs/charges incurred by Us as a result on demand We will use reasonable endeavours to provide the Customer with the Services/Equipment as detailed on the Order Form by the date We agree and any delay in the execution of any Service Provision/Installation of Equipment shall not be sufficient cause of cancellation of this contract Requests by the Customer to return Goods/Equipment must be made within one (1) working day of delivery of the Goods/Equipment and are subject to Our approval. Approved returns must be sent recorded delivery and received by us un-used and in the original packaging within twenty four (24) hours of authorisation. All returns are subject to an administration fee of vat Where there are two or more parties as a Customer they are liable individually and together We may, at any time, increase the cost of Services by giving the Customer fourteen (14) days written notice or if less as much notice as is reasonably possible under the circumstances Change of Location the Customer will not move any of the Equipment, nor remove the Equipment from its location as at the commencement date without Our prior written consent, (such consent not to be unreasonably withheld) nor any Network/Data Services for which the relevant Minimum Term has not yet expired. Where We consent to such relocation, we shall provide a relocation and installation Service, the cost of which shall be paid by the Customer in accordance with the relevant standard charges and in addition to any other charges under the Agreement We take no responsibility for any damage, loss or inability to provide Services due to a Force Majeure/Act of God including but not limited to: Flood, Fire, Earthquake, and also including acts of Third Party theft or criminal damage, and accidental damage to property We take no responsibility for economic or other indirect or consequential loss including but not limited to: loss of profits, business, revenues or goodwill (including any such loss or damage payable to the Customer by a Third Party as a result of action brought by a Third Party), even if the loss was reasonably foreseeable or We had been advised of the possibility of the Customer incurring it and whether arising from negligence, breach of contract, statutory or otherwise The Agreement is the entire Agreement between the Customer and Chalvington Group The Agreement applies to all items of Equipment/Goods individually. If any item fails, it will not affect the rights and liabilities of either party for the other items The Customers duties under the Agreement will continue and will not be affected by the breakdown, theft, loss, destruction of or damage to any Equipment/Goods Notices under the Agreement must be made in writing and delivered by hand or sent by post to the other party s address. The address will be the one stated in the Agreement, the Registered Office or the last known address of the other party. The notice will be taken to have been delivered on the date it was delivered by hand or within twenty four (24) hours after the date it was posted We reserve the right to assign, sub-contract or otherwise deal with all or any of its rights and obligations arising under the Agreement. The Customer may not assign this Contract without first having received written authority from Us. Such authority not to be unreasonably withheld There can be no variation to the terms of the Agreement unless approved in writing by both parties We are obliged to comply with an order, instruction or request of the Government, an emergency Services organisation or other competent administrative authority; or if We have reasonable grounds to believe that the Services are being used fraudulently The unenforceability of any one term of the Agreement will not affect the enforceability of any other terms No person or body who is not a party to the Agreement has any rights under the Contracts Act 1999 to enforce any of the Agreement The Agreement is governed by English law and disputes will be subject to the exclusive jurisdiction of the English courts The Customer shall not engage, employ or otherwise make use of any employee, representative or agent of Chalvington Group whether independent or otherwise during the life of this Agreement or within a period of twelve (12) months following termination of this Agreement. Should such a person be engaged, employed or otherwise used by the Customer, the Customer shall make payment to Us a placement fee equivalent to twelve (12) months remuneration, or a fee such is likely (in Our opinion) to be the equivalent thereto.