SIMWOOD eSMS LIMITED STANDARD TERMS AND CONDITIONS FOR THE PROVISION OF TELECOMMUNICATIONS SERVICES

1. PROVISION OF SERVICES

1.1. Simwood eSMS Limited will accept UK landline numbers, UK Mobile numbers, International land lines and International Mobile numbers as your termination number of choice. Routing will be activated usually within 10 minutes from the time of your order if your credit card has been authorised. Please allow 24 hours for us to process your application.

1.2. Unless otherwise specified, your current service provider will continue to provide you with Network Access and Associated Services. You will continue to receive a bill from your current service provider for monthly access and associated charges. You must continue to pay these bills in accordance with your current service provider's terms and conditions. You acknowledge that Simwood eSMS Limited will be unable to provide the Services to you if you do not maintain network access.

1.3. Simwood eSMS Limited shall exercise reasonable skill and care in the provision of the Services. Simwood eSMS Limited do not accept responsibility for loss or breakdown of service arising from matters outside our control.

1.4. Ultimate ownership of 0800, 0845, 0870, 0871 and 0700 telephone numbers rests with OFCOM (Office for Communications, the regulator for UK communications industries) and not with the telecom provider, or you as the end user.

2. SUSPENSION OF SERVICES

2.1. Simwood eSMS Limited may suspend and/or disconnect your Services, void any rebate payments and/or terminate this agreement (at Simwood eSMS Limited's discretion) by giving prior written notice, by email or standard letter:

2.1.1. if you breach any of these terms and conditions or any term or condition of any other agreement with Simwood eSMS Limited or its related bodies corporate;

2.1.2. if Simwood eSMS Limited is unable, for any reason including any act or omission of any provider, to supply or provide the Services;

2.1.3. if Simwood eSMS Limited is unable to contact you at your notified address or email address;

2.1.4. if Simwood eSMS Limited forms a view, based on information supplied by you or any credit agency or credit provider, that you may not be willing or able to meet obligations in relation to payment for Services;

2.1.5. if you become, or in Simwood eSMS Limited's reasonable opinion are likely to become, insolvent;

2.1.6. in the case of an individual, on death, or filing for bankruptcy, in the case of a partnership, on dissolution, or filing of an application for dissolution, or in the case of a company, on filing of an application for winding up, or appointment of an administrator;

2.1.7. if you exceed a credit limit imposed by Simwood eSMS Limited, or if call charges incurred by you exceed the value of any security deposit held on your account;

2.1.8. in the case of any 0844, 0845, 0870, 0871 or 0700 non-geographic number receiving less than 5 minutes per month of incoming calls after the first 60 days of operation, such number will be classified as a low usage number and monthly charges may be applied. Subject to Simwood eSMS Limited giving 7 days prior written notice (by email or standard letter) to the Customer, Simwood eSMS Limited may apply low usage charges in respect of access to the Services and, subject to 7 days prior written notice, may suspend access to the Services if a usage limit of 5 minutes per month is not reached within a further 30 days of operation. Simwood eSMS Limited will not suspend services to any customer who can provide evidence and substantiate a claim that incoming calls usage will increase over the next 30 days, to 5 minutes per month.

2.1.9. in the case of any 0800 Freephone number receiving less than 300 minutes per month of incoming calls after the first 90 days of operation, such number will be classified as a low usage number and monthly charges may be applied. Subject to Simwood eSMS Limited giving 14 days prior written notice (by email or standard letter) to the Customer, Simwood eSMS Limited may apply low usage charges in respect of access to the Services and, subject to 7 days prior written notice, may suspend access to the Services if a usage limit of 300 minutes per month is not reached within a further 90 days of operation. Simwood eSMS Limited will not suspend services to any customer who can provide evidence and substantiate a claim that incoming calls usage will increase over the next 90 days, to 300 minutes per month.

2.1.10. if otherwise reasonable or necessary.

2.1.11. if any information provided by you is, in Simwood eSMS Limited's opinion, incorrect;

3. CHARGES & PAYMENTS

3.1. The User shall pay Simwood eSMS Limited all appropriate Charges.

3.2. Following expiry of an initial 30 day period, Simwood eSMS Limited may at any time vary the Charges. Simwood eSMS Limited will notify the User in writing of any such variation prior to implementation thereof on no less than 30 days notice. Where no Period has been specified, Simwood eSMS Limited shall be entitled to vary the Charges at any time and will publish details of any such changes at its Registered Office at least 2 weeks before the change is due to take effect.

3.3. On receipt of a notice in accordance with Clause 3.2, the User shall be entitled to terminate this Agreement at any time prior to the expiry of the 30 days notice by written notice to Simwood eSMS Limited.

3.4. Any Rental Charges shall be payable monthly in advance unless otherwise stated and shall be due from the Start Date. Any Connection Charges shall be payable upon the Start Date. Call Charges shall be payable monthly in arrears unless otherwise indicated in the Agreement. Charges for receiving calls to NGN's diverted to mobile and international destinations shall be payable monthly in arrears, unless otherwise indicated in the Agreement. All chargeable calls (0800 numbers, diversions to mobile and international diversions) have a minimum call charge of 1 pence and are billed per second.

3.5. Invoices for the Rental Charges and the Connection Charges shall be issued by Simwood eSMS Limited promptly following the Start Date. Call Charges shall be billed monthly in arrears and shall be calculated by reference to Simwood eSMS Limited's usage recording data. All invoices shall be sent to the email address specified in the Agreement.

3.6. Notwithstanding Clauses 3.4 and 3.5, Simwood eSMS Limited shall be entitled to seek a deposit from the User in respect of any of the Charges prior to, and as a condition of, delivery or installation of the On-Site Equipment and/or the commencement of Services such as routing to a mobile or international land line. Any deposit taken will be returnable to the User on termination of this Agreement less any Charges or other payments then outstanding to Simwood eSMS Limited.

3.7. All payments due hereunder are payable within 7 days of the date of the relevant invoice and shall be paid in full without any set-off, deduction or withholding of any other than as referred to in Clause 3.9. Time shall be of the essence in respect of such payments. Simwood eSMS Limited reserves the right to charge daily interest on any outstanding amounts until payment is received in full at a rate equal to 3% per annum above the base rate of Lloyds TSB bank as current from time to time until the date payment is received.

3.8. All amounts payable hereunder are exclusive of Value Added Tax or any other applicable taxes which may from time to time be levied and such Value Added Tax and any other such applicable taxes shall be itemised separately on all invoices and is payable by the user in addition to and, at the same time as, any Charges.

3.9. Where any payments properly due to Simwood eSMS Limited under this Agreement are outstanding, Simwood eSMS Limited shall be entitled to offset such payments against any payments due from Simwood eSMS Limited to the User under any other agreements between Simwood eSMS Limited and the User which relate to telecommunications Services.

3.10. Where any payments are properly due to the User, following the implementation of any Reward Programme operated by Simwood eSMS Limited, they will be paid to the User at the end of the month in which an initial amount of £50 has been earned, if the User is not required to raise a VAT invoice against Simwood eSMS Limited. If the User is required to raise a VAT invoice against Simwood eSMS Limited, the minimum amount payable will be increased to £300. Thereafter, the minimum monthly payment will be £50 (no VAT invoice) or £300 (with VAT invoice), paid at the end of each subsequent month. If the amount outstanding to the User at the end of each month is less than these specified amounts, payment will be rolled over to the following month. If, by the end of a 12 month period, the amount due is still below these amounts, the outstanding amount will be paid to the User. In the case of an individual, on death, or filing for bankruptcy, in the case of a partnership, on dissolution, or filing of an application for dissolution, or in the case of a company, on filing of an application for winding up, or appointment of an administrator no Rewards will be paid;

4. DAMAGES - LIMITATION OF LIABILITY

4.1. Except as required by the Trade Practices Act 1974, Simwood eSMS Limited will not be liable to you or any person claiming through you for any costs, loss, liability, contribution, damages, consequential, direct or indirect economic loss whether caused by Simwood eSMS Limited, or its agent's, negligence arising from, but not limited to, Simwood eSMS Limited's act, omission, failure or delay in connection with providing the Services; suspension or disconnection of the Services; reallocation of phone numbers; or the content or confidentiality of any communication using the Services. Simwood eSMS Limited shall not be liable for any claim for damages, including lost profits, consequential or punitive damages, exemplary, incidental, indirect or special damages, relating in any way to the service provided.

5. Our Web Site - The content of this web site is subject to change without notice.

6. Number Cancellation - You may cancel your number at any time.

7. Confidentiality - You must keep confidential all passwords you have nominated in connection with your accounts. You agree that Simwood eSMS Limited may act on the instructions of, and disclose any information in connection with your accounts to, anyone who correctly quotes your username and password.

8. GENERAL

8.1. This Agreement constitutes the entire agreement between the parties with respect to its subject matter.

8.2. Both parties acknowledge that;

8.3. neither of them has been induced to enter into this Agreement by any representations, warranty or other assurance not expressly incorporated into it; and

8.4. in connection with this Agreement, both party's only rights and remedies in relation to any representations, warranty or other assurance are for breach of this Agreement and that all other rights and remedies are excluded, except in the case of fraud.

8.5. If any Clause or provision of this Agreement is held invalid or unenforceable, the validity or enforceability of the remaining provisions shall not be affected or impaired thereby.

8.6. Simwood eSMS Limited reserves the right to make reasonable variations to these terms and conditions from time to time. Any such variations shall be notified to the User in writing.

8.7. The failure to exercise or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

8.8. Simwood eSMS Limited may assign this Agreement or the benefit and/or the burden thereof. Simwood eSMS Limited shall be entitled to sub-contract any of its obligations hereunder to any third party. Neither this Agreement nor any licence granted hereunder shall be capable of assignment by the User in the absence of the prior written consent of Simwood eSMS Limited.

8.9. This Agreement shall be governed by and construed in accordance with English Law. The parties hereto submit to the exclusive jurisdiction of the English Courts.

9. DEFINITIONS

9.1. Access Code means the series of digits specified to the User by Simwood eSMS Limited to be dialled by the User prior to making a telephone call in order to access the Services;

9.2. Act means the Telecommunications Act 1984;

9.3. Agreement means these terms and conditions together with the Tariff Sheet;

9.4. Call Charges (if any) means the charges payable to Simwood eSMS Limited for the use of the Services;

9.5. Charges means all Call Charges, Connection Charges or Rental Charges payable by the User in connection with this Agreement;

9.6. Commencement Date means the date set out in the Agreement;

9.7. Connection Charges means the charges (if any) payable by the User to Simwood eSMS Limited for the connection of the Services;

9.8. Minimum Period means the period (if any) stated in the Agreement and commencing on the Start Date;

9.9. Network Operator means any licensed public telecommunications operator used by the User to connect telecommunications Services to and from its premises and/or used by Simwood eSMS Limited to deliver the Services to the User;

9.10. NGN means any Non-Geographic Number issued by Simwood eSMS Limited to the User.

9.11. This Agreement is governed by English Law and the English Courts shall have exclusive jurisdiction with regards to any dispute arising out of the same.

9.12. OFCOM means the Office of Communications. Their website is located at: www.ofcom.org.uk if you require clarification on their role.

9.13. On-Site Equipment means any Simwood eSMS Limited equipment located at the Premises supplied by Simwood eSMS Limited as part of the Services;

9.14. Premises means the premises where the Services are to be provided,;

9.15. Rental Charges means the charges (if any) payable to Simwood eSMS Limited in respect of the use of any On-Site Equipment or Services provided, as specified in this Agreement or as varied in accordance with Clause 11.2;

9.16. Services means the provision by Simwood eSMS Limited to the User of a telecommunications service by indirect means;

9.17. Start Date means the date specified in the Agreement, being the date upon which the Services are to be made available for use in accordance with the terms of this Agreement;

9.18. Tariff Sheet means the standard Simwood eSMS Limited schedule of charges applicable to the provision of the Services as provided to the User from time to time;

9.19. Simwood eSMS Limited means Simwood eSMS Limited, a company incorporated in the United Kingdom registered under number 03379831 whose registered office is at 2 Post Office Terrace, Garth, Llangammarch Wells, Powys LD4 4AR and includes its permitted successors, assignees, employees and agents;

9.20. Simwood eSMS Limited Customer Care Centre means the centre, details of which will be supplied to the User, to which all fault reports and help queries should be addressed;

9.21. Simwood eSMS Limited Licence means the licence granted to Simwood eSMS Limited pursuant to the Act and any radio licence granted to Simwood eSMS Limited that is relevant to this Agreement;

9.22. Simwood eSMS Limited Network means the telecommunications system operated by Simwood eSMS Limited pursuant to the Simwood eSMS Limited Licence;

9.23. User Premises Equipment means the service delivery equipment at the Premises (including, but not limited to), the Users telephone system, operated together with the On-Site Equipment (if any), for the purposes of obtaining the Services;

9.24. User means the person or company named in the Agreement as the customer and any other person reasonably appearing to act within that persons or companies authority and includes where relevant the Users permitted assigns employees and agents;

9.25. User Licence means the licence issued or published by the DTI pursuant to the Act in accordance with which the User is entitled to use the Services;

9.26. For full terms and conditions please see the OFCOM web site, as it contains the latest 0845 and 0870 terms, conditions and regulations.

9.27. The Office of Communications (OFCOM - www.ofcom.org.uk) is the regulator for the UK Communications Industries. OFCOM took over from the former regulator OFTEL on 29 December 2003.