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Agreement for the supply of Premium Rate Services

This Agreement is made between Call Republic Ltd trading as Premium Rate Income ("PRI") and the party defined as the "Customer".

Agreement
Whereby both parties agree to adhere to the terms and conditions contained herein.

AIT
Artificially Inflated Traffic: Whereby by reason of the volume, origin, or profile of call traffic, the Network Operator or an organisation of applicable authority, including but not limited to British Telecom, reasonably suspects that the majority of calls received upon The Service have not originated from genuine consumers and have been artificially or fraudulently generated by the Customer or a 3rd party known to the Customer.

Network Operator
A licensed Telecommunications provider responsible for providing connectivity to Premium Rate Services and for the payment of revenue generated from The Service to PRI.

PHONEPAYPLUS
The regulatory body responsible for the supervision of Premium Rate Services.

Premium Rate Services
Telecommunication services, including but not limited to live or pre-recorded entertainment and information content, and operating on 09 prefixed telephone numbers or 5 digit SMS short codes.

Ready for Service Date
The date upon which The Service is activated and made available by PRI to the Customer.

The Service
Premium Rate Services and/or any associated marketing material supplied by PRI and released into the public domain by the Customer.

1. Revenue Rates
PRI agrees to pay revenue as per the rates agreed by the Customer prior to purchasing The Service. All revenue rates are expressed in GBP sterling, exclusive of VAT. Where otherwise stated, payment shall be made to the Customer at the currency exchange rate at which PRI received payment from the Network Operator.

2. Payment Terms
i. Revenue payment is made to the Customer via direct bank deposit no later than 45 days from the end of the calendar month in which calls were received or within 5 working days from PRI’s receipt of payment from the relevant Network Operator.
ii. Revenue shall only be paid into a UK bank or building society account matching the name supplied by the Customer when making payment for The Service.
iii. All payments shall only be calculated by reference to data recorded, compiled and supplied to PRI by the Network Operator.
iv. No payment shall be made on revenue amounts below £10, with no rollover of lesser amounts to the following month.
v. PRI may off-set any revenue payable to the Customer against any fine, penalty or administration charge imposed by PHONEPAYPLUS with respect to The Service.
vi. PRI reserves the right to delay, withhold, or recover in part or full any revenue payable to the Customer if the Network Operator delays, withholds or seeks to recover monies payable to PRI in respect of a classification of AIT made upon The Service.

3. VAT
i. For VAT to be added to revenue payable to the Customer, the Customer shall provide a copy of their current VAT registration and shall notify PRI immediately if said VAT registration is cancelled or amended.
ii. The Customer shall, in accordance with HM Customs & Excise regulations, issue tax invoices to PRI in respect to revenue payable.

4. Revenue Statements
PRI shall, upon request by the Customer, issue a revenue statement summarising all revenues due to the Customer with respect to the previous calendar month.

5. PRI Obligations
i. PRI shall endeavour to provide a Ready for Service Date no later than 7 working days from receipt of all relevant information and/or documentation required from the Customer. In the event that PRI is unable to fulfil this obligation, PRI shall acknowledge said delay to the customer and provide an estimated Ready for Service Date.
ii. In the event of PRI terminating The Service and/or withholding revenue payment, PRI shall provide the Customer with written notification and/or documentation from the relevant authority or regulatory body supporting the relevant breach of this Agreement by the Customer resulting in said action.
iii. PRI shall submit to any request compliant with data protection legislation from a relevant organisation or regulatory body to provide personal information pertaining to the identity of the Customer. PRI also reserves the right to voluntarily supply said information to the relevant authority or regulatory body.

6. Customer Obligations
i. Upon request by PRI, the Customer shall provide PRI with verification of the name & address details supplied when making payment for The Service. This verification shall take the form of a legible copy of a utility or council tax bill no more than 3 months old.
ii. The Customer shall, in advance of publication, submit to PRI all proposed marketing material for The Service, including but not limited to print advertising, and shall not publish said material without the prior written approval of PRI.
iii. The Customer shall comply at all times with the code of practice administered with respect to the promotion of Premium Rate Services by PHONEPAYPLUS. Whilst PRI shall endeavour to notify the Customer of all relevant PHONEPAYPLUS regulations, the Customer accepts full responsibility for ensuring that their marketing of Premium Rate Services complies with the PHONEPAYPLUS Code of Practice.
iv. The Customer shall be fully liable at all times for any fines, penalties and administration charges imposed by PHONEPAYPLUS in relation to The Service and, upon demand, the Customer shall reimburse to PRI any such fines, penalties or administration charges that PRI is unable to offset against revenue payable to the Customer.
v. The Customer shall ensure that The Service is operational and functioning to the Customer’s satisfaction before releasing marketing material into the public domain.

7. Miscellaneous
PRI shall use all reasonable endeavour to ensure the availability of The Service at all times but shall not give warranty that the Service will be uninterrupted or error-free. The Customer acknowledges that they shall have no claim in respect of the quality of The Service or any interruptions, delays or suspensions caused beyond the reasonable control of PRI or by the act or omission of any party for whom PRI is not responsible.

9. Refund Policy
The Customer agrees that all purchase or renewal fees are non-refundable except in the event of PRI being unable to fulfil its obligations or at the discretion of PRI in the case of manifest error on its part.

10. Website Usage
i. Any website URL and/or associated website design assigned to the Customer shall remain the property of PRI at all times.
ii. The Customer agrees that said websites shall not be duplicated in any form, including but not limited to copying to CD-ROM or reproduction in print form, and may not be promoted at any time in the Czech or Slovak Republics.

11. Suspension
PRI may suspend The Service with immediate effect and without notice or payment of compensation as a result of any breach of this Agreement by the Customer or to comply with any order, instruction or request from PHONEPAYPLUS, the Network Operator or any regulatory body of applicable authority.

12. Termination
PRI reserves the right to terminate The Service and/or the Agreement with immediate effect and without notice or payment of compensation in the event of:
i. A breach of this Agreement by the Customer or to comply with any order, instruction or request from PHONEPAYPLUS, the Network Operator, or any regulatory body of applicable authority;
ii. Revenue payable to the Customer is withheld from PRI as a result of an AIT classification on said revenue by the Network Operator;
iii. Call traffic generated upon The Service displays, in the opinion of PRI and/or the Network Operator, typical characteristics of AIT likely to result in an AIT classification;
iv. The Customer fails to generate cumulative revenue of £10 within 3 calendar months or £120 within 12 months of the Ready for Service Date;

13. Effects of Termination
Upon termination of the Agreement:
i. In the event of either a full or partial retention of revenue by the Network Operator as a result of an AIT classification made upon The Service, The Customer shall have no right or entitlement to any revenue payable by PRI with respect to The Service prior or subsequent to the date of termination.
ii. PRI shall be entitled to re-allocate The Service to a third party.
iii. Any revenue deemed payable to the Customer shall, subject to the deduction of any monies owed by the Customer, be settled by PRI as per the Payment Terms contained within this Agreement.
iv. The Customer shall remain liable for any outstanding fines, penalties or administration charges imposed by PHONEPAYPLUS or authorised regulatory body with respect to The Service.

14. Indemnification
The Customer shall indemnify and keep indemnified PRI and its officers and employees against all liabilities, claims, costs, damages and expenses arising directly or indirectly out of any third party claim in relation to The Service for which PRI had no direct responsibility.

15. Liability
PRI shall not be liable to the Customer for any direct or indirect loss of profits, financial loss, loss of data, goodwill, or for any consequential loss or damage arising out of suspension, deterioration or interruption of The Service howsoever caused.

16. Waiver
Failure or delay by either party to exercise any right or remedy under this Agreement shall not be deemed to be a waiver of that right or remedy, or prevent it from exercising that or any other right or remedy on that occasion or on any other occasion.

17. Assignment
Each party agrees not to assign, or otherwise transfer, this Agreement or any rights or obligations hereunder without the other party’s prior written consent.

18. Force Majeure
Neither party shall be liable in respect of any breach of this Agreement (other than failure to make payment of any costs when due) due to any cause beyond its reasonable control including but not limited to Acts of God, inclement weather, flood or escape of water, lightning or fire, industrial action or lockouts, the act or omission of Government, war, military operations, or riot.

19. Governing Law
This Agreement shall in all respects be governed and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

20. Privacy Policy
PRI reserves the right to contact the Customer with promotional offers or marketing material relating to The Service or Premium Rate Services. PRI agrees not to sell the Customer’s personal details for marketing purposes to any third party.

21. Amendment
PRI reserves the right to amend the terms and conditions of this Agreement with immediate effect as necessary. PRI shall notify the Customer as soon as practicable of said amendments.

I / We (“The Customer”) hereby agree to the terms and conditions contained within this Agreement:

Signed ___________________________________________________________________________

Full Name ________________________________________________________________________ (please print in capitals)

Dated ____________________________________________________________________________