PowerWeb Multimedia Terms and Conditions
This Agreement is made between PowerWeb MultiMedia Limited whose registered office is at NetSupport House, Towngate East, Market Deeping, Peterborough, PE6 8NE ("PowerWeb") and the customer named on the Estimate Form.

1. DEFINITIONS

In this contract unless the context otherwise requires:

"PWMM" means PowerWeb MultiMedia Limited, a supplier of Internet Solutions for Business;

"contract" means the contract between PWMM and the customer incorporating these conditions, the PWMM order and configuration forms and PWMM's charges Schedule;

"PWMM's charges Schedule" means a schedule of charges for Service, which is made available to the customer from time to time;

"Name registration" subject to terms and conditions of name registration.

"Internet Standards" means the protocols and standards defined and any future such protocols and standards as appropriate;

"PWMM Equipment" means equipment, which is supplied by or on behalf of PWMM to the customer or placed at or on a Site for the purpose of providing  the Service;

"customer" means a person with whom PWMM makes this contract including a person reasonably appearing to PWMM to act with that customer's authority;

"Name" means any name specifically requested by or allocated to the customer for provision of the Service and shall include, without limitation, any domain name or mailbox name;

"Site" means the premises at which Service is or is to be provided under this contract;

"Service" means the service provided by PWMM whereby the customer can gain access to the Internet via PWMM's network and, where applicable, any services and facilities provided by PWMM for the customer in connection with Service and which are set out in PWMM's charges Schedule;

"the Internet" means the global data network comprising interconnected networks using TCP/IP ("Transmission Control Protocol/Internet Protocol");

2.1 PWMM agrees to provide the customer with the Service in accordance with the terms and conditions of this contract, which sets out the entire contract between PWMM and the customer.

2.2 It is technically impracticable to provide Service free of faults and PWMM does not undertake to do so. In the event of a fault in Service the customer must report it by telephone, fax or electronic mail to the appropriate number specified on the PWMM order form or such other number as PWMM may from time to time provide to the customer. Upon receipt of a fault report, PWMM will take all proper steps without undue delay to correct the fault.

2.3 Connection to Service is via a fixed telecommunication link or dial-up connection provided by PWMM.

2.4 Requests made to PWMM relating to the provision of Service are, unless otherwise agreed, to be made or confirmed in writing or by electronic mail.

2.5 PWMM will endeavour to meet any date proposed by the customer or PWMM for the provision of Service, but any such date is to be treated as an estimate only and PWMM accepts no liability for failure to meet it.

2.6 Where, at the request of the customer any work to provide Service is done outside PWMM's normal working hours, the customer will pay a charge for such work calculated at PWMM's applicable hourly rate.

2.7 If PWMM agrees in writing any change in Service this contract is to be treated as varied accordingly.

The Service shall be provided for a minimum period of Service of twelve months beginning on the day that the Service is first made available.

PWMM may;

4.1 temporarily suspend Service for the purpose of repair, maintenance or improvement of any of PWMM's telecommunication systems, and any cabinets or ducts enclosing them;

4.2 vary the technical specification of Service for operational reasons;

4.3 give instructions about the use of Service which PWMM thinks reasonably to be necessary in the interests of safety, or of the quality of Service to PWMM's other customers and any such instructions shall whilst they are in force, be deemed to form part of this contract; but before doing any of these things PWMM will give as much on-line, written or oral notice as is reasonably practicable in the circumstances, and PWMM will restore Service as soon as is reasonably practicable after temporary suspension.

5.1 The customer shall allow any person accredited by PWMM, on production of authorisation, access to the Site at all reasonable times for the purposes of providing Service.

5.2 If requested by PWMM, the customer shall obtain any consents from third parties for the installation and use of any PWMM Equipment which is to be installed under this contract.

6.1 The customer shall at its own expense provide reasonable assistance and facilities to PWMM in the installation of PWMM Equipment, any electricity required for the proper functioning of PWMM Equipment and shall provide or procure suitable accommodation, facilities and environmental conditions for housing of the PWMM Equipment and all necessary electrical and other installations and fittings.

6.2 The customer shall be responsible for PWMM Equipment while it is at a Site and shall not add to, modify or in any way interfere with the PWMM Equipment. The customer shall be liable to PWMM for any loss or damage to PWMM Equipment, except in so far as any such loss or damage is attributable to the negligent or wilful act or omission of PWMM, its agents or subcontractors. All PWMM equipment (defined ) shall be fully insured by the customer.

7.1 The customer may use the Service to link into other Internet networks, but the provisions of this contract apply only to that part of Service which is provided by means of telecommunications system operated by PWMM, and

7.1.1 PWMM is not responsible in any way for any other part of Service; and

7.1.2 PWMM may terminate or suspend Service summarily without prior notice to the customer if the provision of any such other part of Service is terminated or suspended.

8.1 The customer must not, nor must any other person, use Service:

8.1.1 to send or receive any material which is offensive, abusive, indecent, obscene or menacing; or in breach of confidence, copyright, privacy or any other rights;

8.1.2 to cause annoyance, inconvenience or needless anxiety; or

8.1.3 in breach of instructions PWMM has given under sub-paragraph 4.3; or

8.1.4 other than in conformity with the acceptable use policies of any connected networks and the Internet Standards.

8.2 The customer must not, nor must any other person use a name such as to infringe the rights of my other person, whether in statute or common law, in a corresponding trademark or name.

8.3 If anyone other than the customer uses Service with or without the customer's knowledge or approval, in contravention of sub-paragraph 8.1 or 8.2, PWMM can treat the contravention as a breach by the customer of this contract for purposes of paragraph 12, which shall apply accordingly.

8.4 If PWMM suspends Service for contravention of sub-paragraph 8.1 or 8.2 or 8.3 it can refuse to restore Service until it receives an acceptable assurance from the customer that there will be no further contravention.

Except with the written consent of PWMM:

9.1 Service shall not be used by or on behalf of any person other than the customer;

9.2 the customer shall not receive or permit any other to receive any consideration (whether in money or money's worth, the giving or withholding of any business or benefit of any kind or description) either directly or indirectly in return for or on account of the use of Service by or on behalf of any person other than the customer.

10.1 The customer shall pay on demand the charges for Service which appear, or are calculated according to the rates, which appear, or are otherwise mentioned, in PWMM's charges Schedule. Charges are normally payable quarterly in advance. When PWMM makes a change to those charges or rates PWMM will give the customer not less than 2 weeks notice of the change.

10.2 Unless this contract provides otherwise the customer is responsible for all charges set out in PWMM's Charges Schedule for Service provided for the customer, in particular connection and subscription charges and charges for all services and facilities provided at the customer's request in relation to Service.

10.3 Subject to any provision of this contract, liability for charges shall commence, unless PWMM notifies the customer to the contrary, with effect from the day on which PWMM first makes Service available to the customer.

10.4 Unless PWMM's Charges Schedule provides otherwise, all charges for Service are exclusive of Value Added Tax and other applicable taxes other than taxes on PWMM's income, however designated, which will be added to the customer's bill.

PWMM may ask the customer for payment in advance not exceeding the connection charge, and subscription for the minimum period of Service for the Service requested, before Service is provided.

12.1 If the customer:

12.1.1 does not pay any charge within 28 days of it falling due or breaks this contract in any other way; or

12.1.2 is subject to bankruptcy or insolvency proceedings;

PWMM can (without losing or reducing any other right or remedy) suspend Service (including partially) temporarily without notice, though the customer remains liable to pay rental during the suspension, or terminate this contract by immediate notice.

12.2 "Bankruptcy or insolvency proceeding" means bankruptcy proceedings or in Scotland sequestration proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress, diligence or seizure: or if the customer is a company, being the subject of proceedings for the appointment of an administrator, going into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction) having a receiver, or administrative receiver of any assets appointed.

12.3 On termination under this paragraph the customer shall pay PWMM all charges which are due for Service, up to the end of this contract but PWMM will make allowance for any deposit paid by the customer and make repayment where appropriate.

12.4 The customer continues to be liable to pay all charges, which are due for Service during any period in which the customer does not comply with this contract.

12.5 If PWMM waives a breach of contract by the customer, that waiver is limited to the particular breach. PWMM's delay in acting upon a breach is not to be regarded in itself as a waiver.

13.1 At any time after Service has been provided this contract or the provision of any service or facility under it may be terminated by either PWMM or the customer on giving at least 60 day's notice prior to the anniversary of the contract otherwise the contract continues.

13.2 If PWMM gives notice the customer shall pay subscription charges up to expiry of the notice. If the customer gives notice, the customer shall pay subscription charges until 90 days after the date PWMM receives the notice or until expiry of the notice, whichever is later. The customer shall pay subscription charges for the remainder of any minimum period of Service at the rate in force at termination unless the customer has given notice because of an increase in the rate of subscription charge. The customer's notice does not avoid any other liability for Service already provided.

Any dispute arising under this contract which does not involve a complicated issue of law, an issue of quantification or of mitigation of loss or a sum exceeding £3,000 may be referred to arbitration.

15.1 PWMM does not exclude or restrict liability for death or personal injury caused by PWMM's negligence.

15.2 In performing any obligation under this contract, PWMM's duty is only to exercise the reasonable care and skill of a competent Internet Service Provider.

15.3 The customer acknowledges that PWMM reserves the right to edit material that may be offensive, obscene or defamatory. However, although PWMM will make its best endeavours with the resources available to edit such material, it remains the responsibility of the customer to comply with Internet guidelines and PWMM will not be held liable for any actions arising from the production, receiving or transmitting of said material via the PWMM System and Service by the customer.

15.4 PWMM undertakes no liability whatever whether in contract, tort (including liability for negligence) or otherwise for the acts or omissions of other providers of telecommunication and Internet services or for faults in or failures of their apparatus.

15.5 PWMM is not liable in contract, tort or otherwise (including liability for negligence) for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatever.

15.6 PWMM's liability in contract, tort or otherwise (including liability for negligence) under or in connection with this contract is limited to £100,000 for any event or related series of events and £250,000 for all events in any period of 12 months.

15.7 Each provision of paragraph 15 operates separately in itself and survives independently of the others.

The customer shall indemnify PWMM against any claims or legal proceedings arising from the customer's use of Service which are brought or threatened against PWMM by another person.

PWMM can from time to time change the terms and conditions of this contract including the charges payable under it by a document referring expressly to this paragraph and signed by a duly authorised employee of PWMM.

PWMM will publish details of any change (including the operative date) in each of PWMM's major offices as soon as possible, and in any event not less than 2 weeks before any change is to take effect, except that if the change is made to a provision of this contract limiting or excluding PWMM's liability for breaches of duty to the customer (in contract or tort) PWMM will give the customer not less than 2 weeks notice of the change.

The customer may assign all or part of this contract to any other party with the prior written agreement of PWMM, which shall not be unreasonably withheld. PWMM reserves the right to assign all or part of this contract at any time to any member of PWMM associated company.

Notices given under this contract must be delivered by hand or sent by telex or prepaid post as follows:

19.1 To PWMM: the address shown on PWMM's order form which leads to the making of this contract or on the last bill or any alternative address which PWMM notifies to the customer at any time.

19.2 To the customer: the address to which from time to time the customer asks PWMM to send bills, the address of the customer's premises, or if the customer is a limited company, the registered office.

PWMM is not liable for any breach of this contract which is caused by a matter beyond its reasonable control including Acts of God, fire, lightening, explosion, war, disorder, flood, industrial disputes (whether or not involving its employees), extremely severe weather or acts of local or central Government or other competent authorities.

Intellectual property rights in all software supplied to the customer remain the property of PWMM or its licensor. The customer agrees to comply with the terms of any agreement reasonably required by the owner of intellectual property rights in all software supplied to the customer for the protection of that software.

22.1 The customer confirms and warrants that he is the owner of or that he has been and is duly authorised by the owner to use any trade mark or name requested or allocated as its Name.

22.2 The customer acknowledges that PWMM cannot guarantee that any Name requested by the customer will be available or approved for use.

22.3 PWMM shall have discretion to require the customer to select a replacement name and may suspend service if, in PWMM's opinion, there are reasonable grounds for PWMM to believe that the customer's current choice of name is, or is likely to be, in breach of the provisions of sub-paragraph 8.2.

23.1 Service may comprise equipment, software, services, technical information, training materials or other technical data which, because of their origin or otherwise are subject to the Department of Trade and Industry (DTI) export control regulations or the laws or regulations of another country. In such case, provision of Service shall be conditional upon the parties obtaining and providing all necessary consents. The parties shall provide reasonable assistance to each other to obtain such consent.

23.2 The customer agrees to comply with any applicable export or re-export laws and regulations, including obtaining written authority from the Department of Trade and Industry if the customer intends at any time to re-export any items of UK origin to any proscribed destination.

This contract is subject to English Law and the exclusive jurisdiction of the English courts, and the date is effective from the date of the Estimate.