Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

1.1 In this agreement the following terms and phrases shall have the following meaning, unless the context otherwise requires:

“Agreement” shall mean, as between the trusip Signatory and Reseller Signatory, this Master Services Agreement, and, as between trusip and Reseller for a Service, the relevant Service Order(s) incorporating the terms of this Master Services Agreement.

“Business Day” shall mean, in respect of a Service, every day excluding Saturdays, Sundays and any national holidays in the jurisdiction where the Service is provided.

“Call” shall mean any conveyance of data or voice by the Network

“Call Charges” shall mean the charges for each Call calculated by multiplying the relevant Call Length of that call by the relevant Rate.

“Call Length” shall mean the length of a Call as evidenced by the CDRs, and shall be billed in one (1) second increments, provided that any Call which is not an exact multiple of 1 second shall be rounded up to the nearest second;

“Charges” shall mean Call Charges/Usage Charges and/or Installation Charge/Start Up Charge and/or Rental Charges/Monthly Fees and any other charges or fees payable by the Reseller to trusip in respect of a Service, as set out or referred to in a Service Order and revised from time to time in accordance with Clause 4.3 and/or Clause 4.10 and/or Clause 4.14.1.

“CDRs” shall mean the call data records generated by trusip.

“Confidential Information” shall mean all information (in whatever format) which: (i) relates to the Agreement; (ii) is designated as confidential by either Party; or (iii) relates to the business, affairs, networks, Resellers, products, developments, trade secrets, know-how and personnel of either Party (including, in the case of the Reseller, Reseller Data) and which may reasonably be regarded as the confidential information of the disclosing Party.

“Connectivity Service” shall mean a service providing access to the Internet or IP Network together with any related Service Equipment or support services, and as more particularly described in the relevant Service Order.

“Emergency Works” means works, the execution of which, at the time it is proposed to execute them, is required to put an end to, or prevent, the arising of circumstances then existing or imminent that are likely to cause: (i) danger to persons or property; (ii) the interruption of any service provided by the Network or the network generated by a third party; (iii) substantial loss to trusip or any third party; and such other works as in all the circumstances it is reasonable to execute with those works.

“End Customer” shall have the meaning given to that term in clause 2.4.

“Force Majeure Event” shall mean any cause beyond a Party’s reasonable control affecting the performance of its obligations, including, but not limited to, fire, flood, explosion, accident, war, acts of terrorism, strike, embargo, governmental requirement, civil or military authority, Act of God, changes to laws or regulations, inability to secure materials or services, industrial disputes and acts or omissions of other providers of telecommunications services.

“trusip” shall mean, in respect of a Service, the trusip Signatory or trusip Affiliate providing the Service under the Service Order.

“trusip Affiliate” shall mean any entity or person controlled by, controlling, or under common control with trusip, including, if different, the trusip Signatory.

“trusip Business Reseller Extranet” shall mean the trusip approved extranet site Avid pursuant to which Reseller and its Reseller Affiliates and their respective authorised employees, agents and representatives may generate Service Orders, and access copies of current Service Orders, Service documentation and Service literature relating to the eligible Services and access the applicable price lists associated with the eligible Services.

“Installation Charge” or “Start Up Charge” shall mean the one time charge for installation of a Service (including installation of any Service Equipment) payable in accordance with Clause 4.

“Internet” shall mean the international interconnected network of networks using the TCP/IP protocol to exchange data communications.

“IP Network” shall mean the points of presence, network hubs, and host computers owned, operated or used by trusip or trusip Affiliate in connection with the provision of a Connectivity Service.

“Network” shall mean the Telecommunications Network and the IP Network.

“Party” shall mean, in respect of a Service, each of trusip and the Reseller, and “Parties” shall be construed accordingly.

“Rates” shall mean trusip’s rates for Calls as set out on Supplier’s portal which may be accessed through this link: http://portal.hostedipt.co.uk, and “Rate” shall be construed accordingly.

“Ready for Service Notification” shall mean a notification that may be provided in accordance with Clause 3.1 that, with respect to trusip obligations hereunder, the Service is ready for use.

“Rental Charge” or “Monthly Fee” shall mean the monthly rental charge for a Service payable in accordance with Clause 4.

“Reseller” shall mean, for a Service, jointly and severally, the Reseller Signatory and the Reseller Affiliate that delivers a signed Service Order to trusip pursuant to Clause 2.1.

“Reseller Affiliate” shall mean: (i) any entity or person wholly owned, whether directly or indirectly, by the Reseller Signatory as at the date of this Agreement; or (ii) any other entity or person as agreed by the Parties from time to time.

“Reseller Data” shall include, but not be limited to, data transmissions (including the originating and destination numbers and IP addresses, date, time and duration of voice or data transmissions, and other data necessary for the establishment, billing or maintenance of the transmission), data containing personal and/or private information of the Reseller, its employees or authorised users of the Services, and other data provided to or obtained by trusip, trusip Affiliates and their respective agents in connection with the provision of Services. “Regulated Reseller Data” is that Reseller Data whose use, processing or transfer is regulated by law or regulation as “personal data” where trusip, its trusip Affiliates or their respective agents come into possession of such Reseller Data.

“Reseller Equipment” shall mean hardware, software, systems, cabling and facilities provided by the Reseller (or any third party to which the Reseller resells the service) and used in conjunction with the Service Equipment in order to receive the Service.

“Reseller Site” shall mean a site or sites specified in a Service Order and/or any third party termination point, at which a Service is to be provided.

“Service” shall mean the specific telecommunications service or Connectivity Service provided by trusip to the Reseller, and as may be further described in the relevant Service Order.

“Service Activation Date” or “Acceptance Date” shall mean, in relation to a Service, the date a Reseller accepts or is deemed to accept a Service in accordance with Clause 3.2.

“Service Equipment” shall mean the hardware, software, systems, cabling, and facilities provided by trusip at the Reseller Site in order to make available the Service to the Reseller (or any third party to which the Reseller or trusip resells the service). Service Equipment shall not include any hardware or software which is the subject of a separate supply contract between trusip or trusip Affiliate and the Reseller.

“Service Order” shall mean a request for a specific Service delivered by the Reseller to trusip and accepted by trusip in accordance with Clauses 2.1 and 2.2.

“Service Term” in relation to a Service, shall mean the total period for which the Service is provided pursuant to a Service Order. The “Initial Service Term” shall mean the (initial) service term from the Service Activation Date or Acceptance Date as stated on the Service Order or, if not stated, one year from the Service Activation Date or Acceptance Date.

“Support” shall mean the first line and other support obligations set out pursuant to Clause 8.8 that the Reseller shall assume in respect of the Services being resold to its customers.

“Telecommunications Network” shall mean the telecommunication system(s) that are owned, operated or used by trusip or a trusip Affiliate from time to time.

“Usage Charges” shall mean the usage-based charges for Connectivity Services payable in accordance with Clause 4.

“User ID” shall mean any user name, password or other personnel details used for the authentication of an individual, used in connection with the trusip Reseller Extranet.

1.2. Unless the context otherwise requires, in this Agreement, a reference to:

1.2.1. a person includes a reference to a body corporate, association or partnership;

1.2.2. a person includes a reference to that person’s legal personal representatives, successors and permitted assigns

1.2.3. any statute or statutory provision includes references to that statute or provision as amended, modified or re-enacted; and

1.2.4. a document is a reference to that document as supplemented or varied from time to time.

2. SERVICE

2.1. The Reseller may from time to time deliver to trusip a Service Order on the terms of this Agreement. A Service Order shall be in such form as is notified to the Reseller from time to time by trusip and/or as trusip may in its sole discretion accept.

2.2. A Service Order shall be binding on both Parties only after it is accepted by trusip, such acceptance to include the carrying out to trusip’s satisfaction of appropriate credit checks against the Reseller in accordance with Clause 4.11. Each Service Order issued and accepted pursuant to the terms of this Agreement shall create an individual contractual relationship between the Parties to provide and receive the Service for the Service Term. Contractual relationship shall be governed by this Agreement, together with the relevant Service Order and any specific terms contained in such Service Orders, to which terms the Parties to such Service Order agree. In addition to these terms, the Services shall be subject to all mandatory legal requirements in the jurisdiction where the Service is to be provided, including but not limited to the regulatory and data protection requirements in the respective countries. In the event of any conflict between the terms of the Service Order and the terms of this Agreement, the terms of the Service Order shall take precedence.

2.3. Without releasing it from any of its obligations, trusip shall be entitled at any time, and without notice, to use trusip Affiliates and/or subcontractors to perform some or all of such obligations.

2.4. Subject to the provisions of Clauses 2.5 and 2.6, the Reseller may resell the Services to third parties (each such third party, an “End Customer”).

2.5. The Reseller shall not in its dealings with third parties:

2.5.1. except with trusip’s prior written consent such consent shall not be unreasonably delayed or withheld refer to trusip in any marketing or service literature;

2.5.2. purport to act on behalf of or represent itself as acting on behalf of trusip; seek to resell the Service to other trusip Resellers.

2.5.3. The Reseller shall indemnify trusip to a maximum of £1million and shall hold

2.6. trusip harmless against any and all losses, damages, costs and expenses arising from or in connection with any claims or proceedings brought by third parties against trusip in respect of, or arising directly or indirectly from, the resale of the Service(s) by the Reseller.

trusip reserves the right from time to time to change the configuration

2.7. of the Network or the Service Equipment, or to change any applicable access code for receipt of a Service, provided always that such change does not materially affect the relevant Service. trusip shall use reasonable endeavours to give the Reseller a minimum of thirty-five (35) Business Days’ notice of any such changes to access codes.

3. SERVICE ACTIVATION

3.1. Prior to the provision of the Service, trusip shall conduct such tests as it considers to be appropriate to determine that all necessary work has been done to provide the Service to the Reseller and, upon successful completion of such tests, trusip shall use reasonable endeavours to deliver a Ready for Service Notification to the Reseller.

3.2. The Reseller shall be deemed to have accepted the Service either (i) upon the date of delivery of the relevant Ready for Service Notification or, (ii) if earlier, or where no Ready for Service Notification is received by the Reseller, upon the date the Reseller first uses the Service. Such date for a particular Service may be further described and defined in the relevant Service Order.

3.3. Following execution of this Agreement and the related Service Order, trusip shall register Reseller on the Network as follows:

3.3.1. by issuing Reseller username/password combinations to permit one or more Reseller devices and/or End Customer devices to access the Network (each such combination; and/or

3.3.2. by registering IP addresses supplied by Reseller (whether for Reseller’s own account or for an End Customer) to access the Network.

3.4. trusip shall not be required to terminate any Calls from any IP address that is not registered or from a username/password combination that has not been issued.

3.5. trusip may terminate any Calls originating from any registered Username/password or IP Address, and Reseller shall pay to trusip the Call Charges for any and all such Calls, in accordance with the payment terms set out in clause 4 below. Reseller agrees to pay all such Call Charges, notwithstanding they arise out of or are related to fraudulent or otherwise unauthorised use of any Reseller Equipment or End Customer equipment; or (ii) by any End Customer.

3.6. Reseller acknowledges and agrees that trusip has no obligation to monitor or actively seek facts or circumstances indicating any fraud, abuse or illegal activity.

4. CHARGES AND PAYMENT TERMS

4.1. The Reseller shall pay the Charges in accordance with this Clause 4.

4.2. Subject to the provisions of Clauses 4.3, 4.10 and 4.11, the Charges shall not be increased during the Initial Service Term.

4.3. trusip shall be entitled to amend (i) Usage Charges and/or Rental Charges/Monthly Fees on thirty (30) Business Days’ notice and (ii) Call Charges on seven (7) days’ notice and in the case of all Charges except Call Charges, such notice shall only take effect on or at any time after the expiry of the relevant Initial Service Term.

4.4. Call Charges and/or Usage Charges shall accrue from the date on which the Reseller commences use of the Service and may be invoiced by trusip monthly in arrears.

4.5. Installation Charges and/or Start Up Charges shall accrue on the relevant Service Activation Date or Acceptance Date and may be invoiced by trusip on or at any time thereafter.

4.6. Rental Charges and/or Monthly Fees shall accrue from the relevant Service Activation Date or Acceptance Date and may be invoiced by trusip monthly in advance. Service provided for part of a month will be charged on a pro-rata basis.

4.7. Any invoice for Charges shall be due on issue of the invoice and shall be paid by the Reseller within thirty (30) days of the date of the invoice.

4.8. Interest shall accrue on any overdue invoice from the due date until payment (whether before or after judgment) at the annual rate of two (2) percent above the base lending rate from time to time of the Royal Bank of Scotland plc.

4.9. All Charges or other sums which may from time to time be due, owing or incurred to trusip are stated exclusive of value added tax and any similar sales tax, levy or duty which shall be payable by the Reseller and invoiced by trusip at the then prevailing rate where the Service is provided.

4.10. The Reseller agrees to comply with any Initial Service Term commitment. Any breach by the Reseller of its obligations under this Clause 4.10 shall, in addition to constituting a material breach of this Agreement, entitle trusip to:

4.10.1. in the case of early termination of a Service (or part of a Service) any time from acceptance of a Service Order by trusip to the expiry of the Initial Service Term, levy an early termination charge upon the Reseller (which the Reseller hereby acknowledges to be reasonable and a genuine pre-estimate of trusip’s loss) equal to: (i) 100% of the remaining Rental Charges or Monthly Fees (not including any part relating to payment for local access circuits) payable by Reseller for the unexpired portion of the Initial Service Term; and (ii) any termination charges or other costs or expenses incurred by trusip or a trusip Affiliate for the cancellation of the local access circuits or related Services Equipment provided by trusip in connection with the Service.

4.11. trusip reserves the right to carry out a credit check against the Reseller prior to the acceptance by trusip of any Service Order in accordance with Clause 2.2

4.12. The Reseller acknowledges that any failure by it to comply with any request made by trusip under Clauses 4.11, 4.12 or 4.15 shall constitute a material breach of this Agreement which is not capable of remedy.

4.13. If the Reseller fails to make payment in accordance with Clause 4.7 of invoices delivered to it under either Clauses 4.4, 4.5 or 4.6, trusip shall be entitled in addition to any remedy which it might have under this Agreement or otherwise at law:

4.13.1. to terminate this Agreement in accordance with Clause 7.7.

5. SERVICE PERFORMANCE

5.1. In performing its obligations under this Agreement, trusip shall at all times exercise the reasonable skill and care of a competent public telecommunications operator or a provider of Internet related services, as the case may be.

5.2. trusip shall use reasonable endeavours to ensure that each Service will conform to any service descriptions and/or service levels as set out, or referred to, in the applicable Service Order and/or any applicable ancillary service level agreement.

5.3. Except as expressly set out in this Agreement, all warranties, representations or agreements, with respect to the provision of a Service or otherwise, whether oral or in writing and whether express or implied, either by operation of law, statute or otherwise, are excluded to the extent permitted by law.

5.4. VoIP SERVICE IMPORTANT INFORMATION

5.4.1. If the Reseller’s Connectivity Service fails, or if there is a power cut or failure, the Service may also fail. In these circumstances it will not be possible to make emergency calls using the Service.

5.4.2. The Reseller commits to inform trusip of any address change of any of Reseller Site or Reseller’s customer site in order to provide accurate location information for the Emergency Services.

6. SERVICE SUSPENSION

6.1. trusip may, at its sole discretion and without prejudice to any right which it may have to terminate a Service and/or this Agreement, elect to immediately suspend the provision of a Service (or part thereof) if:

6.1.1. trusip has reasonable grounds to consider it is entitled to terminate the Service and/or this Agreement pursuant to Clause 7;

6.1.2. trusip is obliged to comply with an order, instruction or request of a court, government agency, emergency service organisation or other administrative or regulatory authority;

6.1.3. trusip needs to carry out Emergency Works to the Network or Service Equipment;

6.1.4. trusip is aware of or has reasonable grounds to suspect any abuse (including fraudulent use) of the Service or has reasonable grounds to consider that the Service is being used in breach of Clause 8.5;

6.1.5. trusip has reasonable grounds to consider that the Reseller will not or is unable to make any payment which is due or is to fall due to trusip hereunder; or

6.1.6. trusip has reasonable grounds to consider that the Reseller is or has been involved or connected with criminal activity or other activity, which is or may be detrimental to trusip.

6.1.7. Customer engages any activity which, in trusip’s reasonable opinion, is unlawful or may cause disruption or damage to the Network.

6.2. If trusip exercises its right to suspend the Service (or part thereof) pursuant to Clauses 6.1.2 or 6.1.3 it shall, whenever reasonably practicable, give prior notice of such suspension to the Reseller, such notice to state the grounds of such suspension and its expected duration. trusip shall in such circumstances use reasonable endeavours to resume the Service as soon as is practicable, provided that, trusip shall be under no obligation to resume provision of such Service unless and until it is satisfied the grounds for suspension no longer exist, and Reseller shall provide reasonable cooperation to trusip in establishing that such is the case.

6.3. If the Service (or part thereof) is suspended as a consequence of the breach, fault, act or omission of the Reseller or a third party to which the Reseller resells the Service, the Reseller shall pay to trusip the sum of 3 months services fees for costs and expenses incurred by the implementation of such suspension and/or recommencement of the provision of the Service.

6.4. trusip shall not be liable for any loss, damage or inconvenience suffered by the Reseller as a result of any suspension made pursuant to Clause 6.1.

6.5. Any exercise of trusip’s right of suspension shall not relieve the Customer of its obligation to pay all amounts due under this Agreement or otherwise to comply with the provisions of this Agreement.

7. TERM AND TERMINATION

7.1. This Agreement shall take effect from the date first stated below, the date the first Service Order is accepted by trusip in accordance with Clause 2.2, or the date the Reseller first uses a Service whichever of these is earlier, and shall continue in force unless and until terminated in accordance with this Clause 7.

7.2. Either Party may terminate a Service:

7.2.1. on twenty-five (25) Business Days’ notice to take effect on or at any time after expiry of the relevant Initial Service Term, and, in the case of termination by the Reseller, such notice to be copied to the local trusip Reseller Services department;

7.2.2. immediately by notice if, in relation to that Service, the other Party hascommitted a material breach which is incapable of remedy;

7.2.3. immediately by notice if, in relation to that Service, the other Party has committed a material breach capable of remedy, but which it fails to remedy within ten (10) Business Days of having been notified of such breach; or

7.2.4. immediately by notice if, in relation to that Service, a Force Majeure Event subsists for a continuous period exceeding three (3) months.

7.3. Either the trusip Signatory or the Reseller Signatory may terminate this Agreement immediately upon notice:

7.3.1. in the event of a material breach by the other, which has application to all Services then provided under this Agreement, and which is incapable of remedy;

7.3.2. in the event of a material breach by the other, which has application to all Services then provided under this Agreement, and which is capable of remedy, but which such other fails to remedy within thirty (30) Business Days of having been notified of such breach;

7.3.3. 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 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, or undergoes or is subject to any analogous acts or proceedings under any foreign law;

7.3.4. in the event of a Force Majeure Event, which has application to all Services then provided hereunder, and which subsists for a continuous period exceeding three (3) months.

7.4. Either the trusip Signatory or the Reseller Signatory may terminate this Agreement for convenience at any time on notice, such termination only to take effect either (i) forty-five (45) Business Days following such notice, where the Initial Service Term in respect of all Services being provided on the date of expiry of such notice has expired; or (ii) the date on which the Initial Service Term for the last Service expires, whichever shall be the later.

7.5. If trusip has reasonable grounds to consider that there has been a violation of Clause 8.5.2, trusip may notify the Reseller and require it to

remedy the violation:

7.5.1. in the event of an incident involving a violation of public law or regulation or an imminent threat to the IP Network, immediately; or

7.5.2. in all other cases, within seventy-two (72) hours, if the Reseller fails to notify trusip that such a remedy has been effected in accordance with this Clause 7.5 or if trusip reasonably determines that the violation is continuing or is likely to occur again, the trusip Signatory (or trusip) may terminate this Agreement (or relevant Connectivity Service) immediately upon notice to the Reseller.

7.6. Notwithstanding the provisions of Clauses 7.2 and 7.3, the trusip Signatory (or trusip) may terminate this Agreement (or the relevant Service) on fifteen (15) Business Days’ notice if the Reseller fails to make any payment, when due, in accordance with the terms of this Agreement.

7.7. Without prejudice to accrued rights or obligations, upon termination of this Agreement:

7.7.1. all Service Orders and accompanying Services shall terminate immediately;

7.7.2. notwithstanding the provisions of Clause 4, all accrued Charges not yet invoiced shall become due and shall be paid by the Reseller immediately on receipt of an invoice; and

7.7.3. each Party shall promptly return to the other Party all copies of the other Party’s Confidential Information and, if requested, verify to the other Party that it has done so.

7.8. Termination of this Agreement shall not affect the continuation, to the extent necessary, of Clauses 1, 2.2, 2.4, 3.2, 4, 5.3, 6.3, 6.4, 7.8, 8.3, 8.5, 9, 11, 12, 14, 15, 16, 17 and 19

8. RESELLER OBLIGATIONS

8.1. The Reseller shall grant or shall procure the grant to trusip of such rights of access to each Reseller Site, including any necessary licences, waivers or consents to enable it to perform its obligations or exercise its rights under this Agreement. The Reseller shall advise trusip in writing of all health and safety rules and regulations and any other reasonable security requirements applicable at the Reseller Site, and trusip shall use all reasonable endeavours to observe and ensure that its employees and authorised representatives observe such regulations and requirements as advised whilst at the Reseller Site.

8.2. The Reseller shall provide trusip with such facilities and information as trusip may reasonably require, to enable it to perform its obligations or exercise its rights under this Agreement.

8.3. The Reseller warrants and undertakes that it shall:

8.3.1. use the Service Equipment only for the purpose of receiving the Service and in accordance with trusip’s reasonable instructions from time to time and/or any software licence that may be provided with the Service Equipment;

8.3.2. not move, modify, relocate, or in any way interfere with the Service Equipment (or any words or labels on the Service Equipment) or the Network;

8.3.3. not cause the Service Equipment to be repaired or serviced except by an authorised representative of trusip;

8.3.4. insure and keep insured all Service Equipment installed at each Reseller Site against theft and damage;

8.3.5. not create or allow any charges, liens, pledges or other encumbrances to be created over the Service Equipment. Title to the Service Equipment shall at all times belong and remain with trusip, a trusip Affiliate or their subcontractor;

8.3.6. permit trusip to inspect, test, maintain and replace the Service Equipment at all reasonable times;

8.3.7. comply with trusip’s reasonable instructions in relation to the modification of the Reseller Equipment to enable the Reseller to receive the Service, at its own expense; and

8.3.8. upon termination of a Service, the Reseller shall return to trusip the Service Equipment in secure packaging. Should any construction or alteration to the Reseller Site have occurred to facilitate any Service, trusip is not obliged to restore the Reseller Site to the same physical state as prior to Service delivery. The Reseller shall be liable for any and all damage to Service Equipment or the Network which is caused by (i) the act or omission of the Reseller or the Reseller’s breach of the terms of this Agreement; or (ii) malfunction or failure of any equipment or facility provided by the Reseller or its agents, employees, or suppliers, including but not limited to the Reseller Equipment, nor shall trusip be liable for any costs incurred by Reseller arising out of any malfunction or failure of any such equipment or facility, including Reseller Equipment.

8.4. The Reseller warrants that it holds and shall continue to hold such licences and/or other authorisations as are required under any relevant legislation, regulation or administrative order, to receive the Services and to run and connect the Reseller Equipment to the Network and Service Equipment. trusip reserves the right to disconnect any Reseller Equipment where the Reseller has failed to comply with the provisions of this Clause 8.4 and trusip shall in no event be liable in respect of the Reseller’s failure to comply with this Clause 8.4.

8.5. The Reseller warrants and undertakes that it shall in its use of:

8.5.1. the Services, comply with any relevant legislative and regulatory provisions and shall not use the Services for any illegal or immoral purpose; and

8.5.2. any Connectivity Service, comply with the then current version of the trusip Acceptable Use Policy (the “Policy”) for the country in which the Service is ordered. The Reseller shall, prior to commencing its use of the Connectivity Service, read and understand the Policy. trusip reserves the right to change the Policy from time to time, effective upon posting of the revised Policy at the URL or other notice to the Reseller. The Reseller shall indemnify trusip and trusip Affiliates the sum of three months service fees in respect of any and all losses, damages, costs or expenses resulting from or arising out of any breach of the warranties set out in this Clause 8.5 and/or any third party claim or allegation arising out of or relating to the use of the Service, and which relates to any act or omission of the Reseller which is, or if substantiated would be, a breach of this Clause 8.5.

8.6. Without prejudice to Clauses 2.5.2 and 2.6 and without in any way releasing the Reseller from any obligation hereunder, the Reseller shall procure that each and every third party to which it resells a Service shall comply with all of the obligations of the Reseller under this Clause 8 to the extent that the obligations relate or could apply to such Service and/or its provision.

8.7. The Reseller shall indemnify trusip the sum of three months service fees in respect of any losses, liabilities, costs and expenses incurred as a result of any failure by the Reseller to fulfil its obligations under Clause 8.6.

8.8. Reseller shall maintain a competent and active support organisation and provide Support in respect of Services provided under this Agreement that are resold to Reseller’s customers. The Support will be provided in a manner acceptable to trusip with reference to the provision of Services and will include the following specific activities: trouble-ticketing systems, telephone, fax and email support.

8.9. In performing its obligations under this Agreement, Reseller shall at all times exercise the reasonable skill and care of a competent value added reseller communications provider related to the Services and shall continue to satisfy accreditation criteria that trusip may notify Reseller of from time to time, that may include Reseller’s demonstrable experience in applicable Services, web site promotion, technical consultancy, Support obligations, training (provision and completion), marketing activities, minimum number of sales people, trusip authorised Reseller marketing within the Territory.

9. LIABILITY

9.1. Subject to Clause 9.5 but otherwise notwithstanding anything else in this Agreement, each Party’s total liability to the other (and, in the case of trusip, “Party” in this Clause 9 refers to the trusip Signatory and each respective trusip Affiliate providing Services under this Agreement) in contract, tort (including negligence or breach of statutory duty) or otherwise arising in connection with this Agreement, except in respect of any liability arising pursuant to the Reseller’s obligations set out in Clauses 4 and 8.5, shall be limited to:

9.1.1. £1,000,000 (one million pounds) per event or series of connected events; and

9.1.2. notwithstanding Clause 9.1.1, a maximum of £2,000,000 (two million pounds) in aggregate in any twelve (12) month period.

9.2. For the avoidance of doubt, for the purposes of this Clause 9.1, the limits on liability expressed above are cumulative and apply across all Services.

9.3. Subject to Clause 9.5 but otherwise notwithstanding anything else in this Agreement, neither Party shall in any event be liable to the other for indirect or consequential losses or otherwise for harm to business, loss of revenues, loss of anticipated savings or lost profits, whether or not reasonably foreseeable at the time when the Agreement was entered into.

9.4. The Reseller acknowledges that trusip is unable to exercise editorial or other control over any content placed on or accessible through the Reseller’s use of the Services and trusip shall have no liability as to the quality, content or accuracy of information received through or as a result of the use of the Services.

9.5. Nothing in this Agreement shall serve to limit either Party’s liability in respect of death or personal injury caused by or arising from its negligence.

10. FORCE MAJEURE

Notwithstanding anything herein to the contrary, neither Party shall be liable to the other for any delay or failure in performance of any part of this Agreement (other than for payment obligations set out in Clause 4) to the extent such delay or failure is attributable to a Force Majeure Event. Subject to Clauses 7.2 and 7.3, any such delay or failure shall suspend this Agreement until the Force Majeure Event ceases and the affected Initial Service Term(s) shall be extended by the length of the suspension.

11. INTELLECTUAL PROPERTY

11.1. The Reseller acknowledges:

11.1.1. that any and all patents, registered and unregistered designs, copyrights, trademarks and all other intellectual property rights whatsoever and wheresoever enforceable, which are used in connection with the Service and/or Service Equipment, shall remain the sole property of trusip or trusip Affiliates; and

11.1.2. without limitation to the foregoing, that the Reseller shall not be entitled to use the name, trademarks, trade names or other proprietary identifying marks or symbols of trusip or trusip Affiliates without trusip’ prior written consent.

11.2. The Reseller warrants that any domain name registered or administered on its behalf will not contravene the trademark or other intellectual property rights of any third party and that it shall comply with the rules and procedures of the applicable domain name authorities, registries and registrars. The Reseller shall indemnify trusip and trusip Affiliates in respect of any and all losses, damages, costs and expenses arising from or in connection with breach of this Clause 11.2. The Reseller irrevocably waives any claims against trusip or trusip Affiliates which may arise from the acts or omissions of domain name registries, registrars or other authorities.

11.3. Any Internet Protocol (IP) addresses assigned to the Reseller by trusip in connection with a Connectivity Service shall be used solely in connection with the Connectivity Service. If such Connectivity Service is discontinued for any reason (including termination of the Agreement or the Connectivity Service), the Reseller’s right to use the IP addresses shall immediately cease and the IP addresses shall be returned immediately to trusip. Any breach of this Clause 11.3 is a material breach of the Agreement.

11.4. If the Reseller does not move the domain name(s) registered by trusip to another Internet provider within one month after termination of the Agreement and/or the Connectivity Service, trusip reserves the right to terminate the domain name(s) registered by trusip for the Reseller with the applicable domain name authorities, registries and registrars.

12. CONFIDENTIALITY

12.1. Subject to Clause 12.2, the trusip Signatory, the Reseller Signatory, and each Party hereunder, shall:

12.1.1. only use Confidential Information for the purposes of this Agreement;

12.1.2. only disclose Confidential Information to a third party with the prior written consent of the other Party (except that trusip or the trusip Signatory (if different) may disclose Confidential Information to trusip Affiliates or to its employees, agents or contractors, including professional advisors or auditors, and Reseller Signatory may disclose Confidential Information to Reseller Affiliates for the purposes of this Agreement); and

12.1.3. ensure that any third party to whom Confidential Information is disclosed executes a confidentiality undertaking substantially similar to the terms of this Clause 12.

12.2. The provisions of Clause 12.1 shall not apply to any Confidential Information which: (i) is in or comes into the public domain other than by breach of this Clause 12; or (ii) is or has been independently generated by the recipient Party; or (iii) is properly disclosed pursuant to a separate written consent or a statutory obligation, the order of a court of competent jurisdiction or the requirement of a competent regulatory body.

13. ASSIGNMENT

Neither Party may assign, charge, transfer or otherwise dispose of this Agreement, any Service Order, or any rights or obligations therein in whole or in part, without the written consent of the other Party (which consent shall not be unreasonably withheld or unduly delayed).

14. GENERAL

14.1. Severability. If any provision of this Agreement, including any limitation, is held by a court or any governmental agency or authority to be invalid, void or unenforceable, the remainder of this Agreement shall nevertheless remain legal, valid, and enforceable.

14.2. No Waiver. Failure or delay by either Party to exercise or enforce any right or benefit conferred by this Agreement, including trusip’ right to deliver invoices in accordance with Clause 4, shall not be deemed to be a waiver of any such right or benefit nor operate so as to bar the exercise or enforcement thereof or of any other right or benefit on any later occasion.

14.3. Relationship. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute or be deemed to constitute between the Parties a partnership, agency, association, joint venture or other co-operative entity.

14.4. Third Party Beneficiaries. Except as otherwise contemplated by this Agreement, nothing herein will create or confer any rights or other benefits in favour of any person other than the Parties.

14.5. Variation. This Agreement (or any part thereof) shall be modified only by the written agreement of the Parties.

15. NOTICES

Except as otherwise expressly provided for herein, any notice required or authorised to be given under this Agreement shall be delivered by prepaid registered post to the address stated above and shall be deemed to have been served forty-eight (48) hours after such posting or such transmission.

16. ENTIRE AGREEMENT

This Agreement sets out the entire and exclusive agreement between the trusip Signatory and the Reseller Signatory, and trusip and Reseller, as the case may be, superseding all prior or contemporaneous representations, agreements or understandings concerning the subject matter addressed herein. No oral explanation or oral information provided shall alter the interpretation of this Agreement. The Reseller confirms that, in agreeing to enter into this Agreement and/or a Service Order, it has not relied on any representation except as set out herein and the Reseller agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of this Agreement, excluding any fraudulent misrepresentation.

17. DISPUTE RESOLUTION

17.1. In the event of a dispute concerning this Agreement, each Party shall in the first instance promptly bring the dispute to the attention of a Director or similar person in a management position.

17.2. If the Reseller wishes to dispute any invoice or part of an invoice falling due in accordance with Clause 4.7, the Reseller shall, before the invoice is due, deliver a notice in writing to trusip setting out the nature of its dispute, including: (i) date and number of disputed invoice; (ii) amount in dispute; (iii) reason for dispute; and (iv) supporting documentation, as appropriate. Any undisputed part of a disputed invoice shall be paid by the Reseller in accordance with Clause 4.7.

17.3. The Parties shall use all reasonable endeavours to resolve such payment disputes as soon as is reasonably practicable.

18. RESELLER DATA AND PRIVACY

18.1. The Reseller acknowledges that trusip, its trusip Affiliates and their respective agents will, by virtue of the provision of Services, come into possession of Reseller Data.

18.2. trusip shall implement appropriate technical and organisational measures to protect Reseller Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and against other unlawful forms of processing. The Reseller acknowledges that it has right to access Regulated Reseller Data upon written notice and have any agreed errors in such Regulated Reseller Data rectified.

18.3. The Reseller acknowledges and agrees that trusip, its trusip Affiliates and their respective agents may use, process and/or transfer Reseller Data (including intra-group transfers and transfers to entities in countries that do not provide statutory protections for personal information):

18.3.1. in connection with the provision of Services;

18.3.2. to incorporate Reseller Data into databases controlled by trusip or trusip Affiliates for the purpose of administration, provisioning, billing and reconciliation, verification of Reseller identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and Reseller analysis and reporting, market and Reseller use analysis, and

18.3.3. to communicate to the Reseller regarding products and services of trusip or its trusip Affiliates.

The Reseller may withdraw consent for such use, processing or transfer of Reseller Data as set out above, unless it is required to (i) provision, manage, account and bill for the Services; (ii) carry out fraud detection; or (iii) comply with any statutory obligation, regulatory requirement or court or other public authority order, by sending written notice to trusip in accordance with the prescribed form, available from trusip on request.

18.4. The Reseller warrants that it has obtained and will obtain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of Reseller Data as described in this Clause 18.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed and construed in accordance with English Law, and the trusip signatory and the Reseller signatory (and the relevant parties hereto) irrevocably agree to the exclusive jurisdiction of the English Courts.