DexWeb Telecom - Terms & Conditions Revision 2 January 8th 2006

This Agreement ("Agreement") is between DexWeb Telecom and the Customer and is exercised under ENGLISH Law. ALL parties agree as follows: Emergency Calls The Customer, understand and acknowledge that 999, 112 and 911 calls are not yet available via any of our services due to the fact that these services DO NOT operate identically to traditional fixed line emergency call services. The Customer also acknowledges that this is a Voice over Data Network service, and as such, it is dependent on the Customer’s connection to the data network and the data network itself. The Customer’s service may therefore cease to function if there is a power failure or a failure in the underlying data network.

1. SERVICES Subject to the terms and conditions of this Agreement, DWT will provide to the Customer, the telecom services and/or related services described in the specific package of services chosen by you. DWT shall take all due care in the provision and maintenance of the service to provide quality and reliability. In the event of any failure or malfunction within our networks DWT shall then correct any failure or malfunction as soon as is reasonably practical.

2. FEES AND PAYMENT All fees for Services rendered or provided to the Customer shall be in accordance with DWT's price list then in effect, the terms of which are incorporated herein by reference. A price list setting forth DWT's current rates for Services is available on the web site.

a. DWT may, with 30 days notice to the Customer, amend the Services and/or the rates and fees it charges for the Services. Fees for renewal periods after the Initial Term shall be due and owing immediately upon the first day of such renewal period.

b. All users signing up for the DWT service will be asked to read and agree to our terms and conditions before registration is completed. By registering with DWT you are agreeing to these terms and conditions the user agrees to abide to the terms and conditions. Any user purchasing monthly services automatically grants DWT continuous authority on that credit card until such time as the service(s) is cancelled by the user. Should the user choose to cancel their monthly service(s), DWT's continuous authority is immediately ceased.

c. In the event that DWT are unable to take a continuous authority payment from the user’s credit card then the user will be informed by email and will be prompted to make a payment via "Your Account" in order for their services to continue.

d. In the event that any amount due to DWT remains unpaid after presentation of an invoice to the Customer, DWT, in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend Services. If this occurs within the first twelve months of an annual agreement and DWT has issued equipment e.g. handsets then the customer shall reimburse DWT the full value of the equipment.

e. All taxes, fees and governmental charges relating to the Services provided hereunder (other than income taxes of DWT) shall be paid by the Customer.

f. All prices shown either on our web site, literature marketing, or in press releases distributed by DWT or on our behalf by a designated PR companies are inclusive of VAT @ 17.5%

3. CONTENT AND CUSTOMER'S RESPONSIBILITY DWT will exercise no control whatsoever over, nor have any responsibility or liability whatsoever for, the content of the information passing through its network. DWT shall make no effort to validate any information passing through its network for content, correctness, usability or for any other reason. Any users causing in appropriate cpu (central processor unit) usage, system load or performing any illegal activities will be immediately suspended and issued a written warning. If the user then continues in their activities the account will be immediately terminated. Any users found on our servers which fit any of the descriptions above will be immediately disabled, removed, and are subject to a £1000 clean-up and service fee upon termination. On such accounts all monies outstanding must be paid and refunds for any remaining months will not be given. Customer conduct: DWT will not tolerate bad language, verbal or threatening behaviour either via phone, email or any other form of communication DWT expects that their Customer service and support representatives act in a polite and courteous manor at all times although when faced with over demanding, threatening or abusive callers they are empowered to terminate calls and suspend a users account pending investigation. DWT reserves the right to determine what constitutes abuse of their staff or services.

4. NO WARRANTY The Customer agrees to use all DWT Services and facilities, and any information obtained through or from DWT, at Customer's own risk. Customer acknowledges and understands that neither DWT, nor any of its employees, representatives, agents or the like, warrant that the Services offered or provided hereunder will not be interrupted or be error free, nor do they make any warranty or representation as to the results that may be obtained from the use of the Service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Service, unless otherwise expressly stated in this Agreement. DWT specifically disclaims all warranties of any kind, including, without limitation, the warranty of merchantability and fitness for a particular purpose, whether expressed or implied, for the Service it is offering or providing hereunder.

5. LIMITED LIABILITY Under no circumstances, including negligence, shall DWT, its officers, agents or anyone else involved in creating, producing or distributing the Service hereunder be liable to the Customer or any third party, for any claims, causes of action or direct, indirect, incidental, special, or consequential, trebled, or punitive damages, that result or have alleged to have resulted from the use of or inability to use the Service; or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to DWT's' records, programs or services. DWT further shall have no responsibility whatsoever to the Customer or any third party for the accuracy or quality of information obtained through or in connection with its Services provided hereunder. Notwithstanding the above, Customer's exclusive remedies for all damages, losses, costs or causes of actions from any and all claims, whether in contract, quasi-contract, statutory, tort including negligence, or otherwise, shall not exceed the amount which the Customer paid during the month immediately preceding the claim or the term of this Agreement, whichever is less.

6. Indemnity The Customer shall defend, indemnify, save and hold DWT harmless from any and all damages, demands, liabilities, losses, costs and claims, including, without limitation, reasonable attorneys' fees, compensatory damages, punitive damages, trebled damages, and statutory damages (hereinafter "Liabilities") asserted against DWT, its agents, its Customers, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by the Customer, its agents, employees or assigns or any product distributed, offered or sold by the Customer, its agents, employees or assigns.

7. TERMINATION This Agreement may be terminated: by either party, without cause, by giving the other party no notice is required on either party.

8. Other terms & Conditions This Agreement sets forth the entire agreement between DWT and The Customer with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any other prior writing between the parties. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless continue in full force and effect. The Customer may not transfer or assign this Agreement without DWT' prior written consent. This Agreement shall be governed by the laws of England and all claims concerning this Agreement shall be brought exclusively in English courts located in England. The parties hereby consent to submit to the jurisdiction of such courts and waive any personal jurisdiction or venue defences concerning said forum. The Customer is deemed to have agreed to this Agreement, when commencing use of any of DWT's services.

9: REFUND POLICY DWT will honour their 30 day guarantee when the Customer has returned all equipment that has been supplied and that equipment is returned complete and in its original packaging and in an "as new condition" the 30 day refund guarantee is limited only to purchased equipment and not to calling credit or other services..

10.: Equipment Where DWT has supplied equipment as free issue, the goods and equipment shall remain the property of DWT for the initial agreement period, which shall be a minimum of twelve months. At the end of the initial contract period the equipment shall be considered the property of the customer. Whilst DWT make every effort to supply safe and suitable equipment, it cannot be responsible for the manner in which the goods and equipment are used, therefore the customer must bear the responsibility for safe use, inspection, maintenance and PAT testing as required by good practise, health & safety law and published guidance.

DexWeb Telecom Telecom House 5 The Woods Castleton OL11 3NT