STANDARD TERMS FOR MEETUPCALL NOW & PAYG CONFERENCING SERVICE

1. Definitions

1.1. In these Standard Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

1.1.1. "Contract": a contract entered into between Meetupcall Conferencing and the Customer for the provision of the Service;

1.1.2. "Customer": the person or company with whom Meetupcall Conferencing enters into a Contract, including a person reasonably appearing to Meetupcall Conferencing to act with the Customer's authority;

1.1.3. "Fault": a material defect, fault or impairment in a Service which causes an interruption in the provision of the Service;

1.1.4. "Meetupcall Conferencing": a trading name of Progressive Voice Services Limited;

1.1.5. "Progressive Voice Services Limited": registered at 110 High Street, Dunsville, Doncaster, DN7 4BY. Registered Number: 6884618;

1.1.6. "Service": Meetupcall Conferencing service and ancillary services as more fully described in Service information issued by Meetupcall Conferencing from time to time;

1.1.7. "Standard Terms": the terms and conditions set out herein under which Meetupcall Conferencing provides the Service, which terms shall be incorporated into each Contract.

1.2. References in these Standard Terms to any statute or statutory provision include, unless the context otherwise requires, references to that statute or provision as from time to time amended, extended or re-enacted.

2. Meetupcall Conferencing Service

2.1. Meetupcall Conferencing undertakes to provide the Customer with the Service in accordance with these Standard Terms.

2.2. In performing its obligations under a Contract, Meetupcall Conferencing shall at all times exercise the reasonable skill and care of a competent public telecommunications operator.

2.3. The Customer may make requests for Service from Meetupcall Conferencing in writing (delivered either by post or by e-mail) or by telephone in accordance with procedures notified to the Customer by Meetupcall Conferencing from time to time.

2.4. Each request for Service shall be binding on both parties only after it is accepted by Meetupcall Conferencing , such acceptance to include but not be limited to the carrying out to Meetupcall Conferencing satisfaction of appropriate credit checks against the Customer.

2.5. Each request for the Service, once accepted by Meetupcall Conferencing shall constitute a separate Contract.

2.6. Each Contract shall incorporate therein these Standard Terms.

3. Customer Obligations

3.1. The Customer shall ensure that any equipment used for the purpose of receiving the Service conforms to all relevant standards and approvals and that it holds and shall continue to hold such licences or other authorisations whatsoever as may be required under the telecommunications Act 1984 (including any amendments thereto) or any other applicable law, administrative order or regulation, to recieve the Service.

3.2. The Customer undertakes not to:

3.2.1. use the Service for any illegal or improper purpose nor allow another to do so;

3.2.2. use the Service fraudulently or in connection with criminal activity;

3.2.3. assign or transfer in any way any of its rights or obligations under a Contract or any part thereof it without the prior written consent of Meetupcall Conferencing .

4. Faults

4.1. The Customer shall notify Meetupcall Conferencing of any Fault in the Service and Meetupcall Conferencing shall use all reasonable endeavours to remedy the Fault as soon as is reasonably practicable.

4.2. In the event that Meetupcall Conferencing accepts a request for Service, but subsequently notifies the Customer that it will be unable to provide a part or all of the Service, the Customer may at its sole discretion but as its exclusive remedy elect either to:

4.2.1. cancel the relevant request for Service without penalty;
Or

4.2.2. take such part of the Service as Meetupcall Conferencing is able to supply, in which case the charges will be reduced accordingly by reference to the charges in the attached pricing schedule.

5. Service Suspension

5.1. Meetupcall Conferencing may, at its sole discretion and without prejudice to any right which it might have to terminate a Contract, elect to suspend forthwith provision of the Service until further notice in the event that:

5.1.1. Meetupcall Conferencing is entitled to terminate the relevant Contract;

5.1.2. Meetupcall Conferencing is in its reasonable opinion obliged to suspend the Service to comply with an order, instruction or request of government, an emergency service organisation or other competent administrative authority;

5.1.3. Meetupcall Conferencing has reasonable grounds to believe that the Service is being used fraudulently;

5.1.4. Meetupcall Conferencing has reasonable grounds to believe that the Customer will not pay invoices falling due in accordance with Clause 7;

5.1.5. Meetupcall Conferencing has reasonable grounds to believe that the Customer is or has been involved or connected with criminal activity which is detrimental to Meetupcall Conferencing.

5.2. In the event that Meetupcall Conferencing exercises its right to suspend the Service pursuant to sub-clause 5.1.2 it shall, when reasonably practical, give prior notice to the Customer of such suspension which will include an explanation and the expected duration. Meetupcall Conferencing shall use all reasonable endeavours to resume Service as quickly as practicable.

5.3. In the event that any suspension made pursuant to Clause 5.1 is implemented as a consequence of the breach, fault, act or omission of the Customer, the Customer shall pay Meetupcall Conferencing all reasonable costs and expenses incurred by the implementation of such suspension and/or recommencement of the provision of the Service and Meetupcall Conferencing may recover any other losses suffered as a result of such breach, fault, act or omission.

5.4. Meetupcall Conferencing shall not be liable� for any loss, damage or inconvenience suffered by the Customer as a result of any suspension pursuant to Clause 5.1 except where the circumstances set out in sub-clause 5.1.2 are solely attributable to the negligence of Meetupcall Conferencing.

6. Liability

6.1. Each party's total liability to the other arising from whatever cause (including negligence) in connection with a Contract, and any other contract for Meetupcall Conferencing services (save in respect of any liability arising pursuant to the payment obligations set out in clause 7), shall be limited to �50,000 (fifty thousand pounds) per event or series of connected events and �100,000 (one hundred thousand pounds) in any 12 month period.

6.2. 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.

6.3. 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.

6.4. All warranties and conditions with respect to the provision of the Service, whether express or implied (with the exception of the warranty set out in Clause 2.2), are excluded.

7. Charges & Payment

7.1. We do not charge you directly for the NOW or PAYG services

7.2. Each user of the service including you will be charged the call charges for calls to the dial in number you use.

7.3. All users will be billed the call charges to their standard telephone bill as issued by their network operator at the call charge rate the network operator specifies.

7.4. You should check with your telephone provider the rates at which they charge to access the dial in number allocated to your service.

7.5. Meetupcall do not charge any cancellation fees.

8. Termination of a Contract

8.1. Meetupcall Conferencing may terminate by notice any Contract forthwith at any time following any suspension of the Service.

8.2. Either party may terminate by notice any Contract forthwith at any time if:

8.2.1. the other party has committed a material breach which is incapable of remedy;

8.2.2. the other party has committed a material breach which is capable of remedy but which it fails to remedy within 15 days of having been notified of such breach;

8.2.3. if the other has a receiver or an administrative receiver appointed over it or over any part of its undertaking or assets or passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a Court of competent jurisdiction makes an order to that effect or if the other party becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business.

8.3. Termination of any Contract shall not relieve the Customer of its obligation to pay any charges incurred or affect in any way the continuation in force of Clauses 6, 7 and 9.

9. General

9.1. Meetupcall Conferencing may use sub-contractors to perform its obligations under any Contract.

9.2. If any provision of any Contract is held by a court or any governmental agency or authority to be invalid or unenforceable, the remainder of the Contract shall to the extent possible remain valid and enforceable.

9.3. In the event that the Service fails and the Customer has to use the services of another organisation Meetupcall Conferencing will not be responsible for any charges that the other organisation should make.

9.4. Neither party shall be liable to the other for any delay or failure in performance of any part of a contract, (other than for payment obligations set out in Clause 7) to the extent that such delay or failure is attributable to 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 third parties generally.

9.5. A Contract shall be modified only by written agreement of both parties.

9.6. Failure by either party to exercise or enforce any right under any Contract shall not deprive either party of the right to exercise or enforce any rights under the Contract on any later occasion.

9.7. Each 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.

9.8. Each Contract shall be governed by English law and the parties irrevocably agree to the exclusive jurisdiction of the English courts.