Terms and Conditions of Messagepoint - Unified Messaging Service

1. Definitions:

1.1. In this Agreement:

- 'Handling' includes receipt, storage, and forwarding of any Message.

- 'Message' includes any Message Handled by us, whether by telephone, voicemail, fax, mail, package, parcel, E-Mail, or in any other form

- 'Our Services' means our Messagepoint Service, provided by Unified Messaging Ltd. which consists of a suit of messaging and communications services.

- 'Terms' means these Terms and Conditions and any modification of them

- 'Unlawful' means such as may give rise to any actual or potential liability, civil or criminal, either under the laws of England, or under the laws of any other jurisdiction to which we may be subject in relation to the Message in question

- 'We' and 'Our' means Unified Messaging Ltd (Registered in UK) trading as 'Messagepoint'. Monomark House. 27 Old Gloucester Road, London, WC2N 3XX. Phone +44 20 7863 4000.

2. What you get:

2.1. We will make available to you Our Services, and will so far as practicable comply with your instructions, within the framework offered by each such service.

2.2. We will keep your Messages confidential so far as is practicable, save that we may disclose information to a law enforcement authority if we are advised that we may be obliged to do so.

2.3. We will deliver the details of Our Services via a "Sign Up Email". Our delivery policy states that Our Services have been deemed as delivered when the Email is send AND the account is used for the first time.

3. Limitations:

3.1. Our Services are available during such hours as we may from time to time advise you.

3.2. Our Services are provided 'as is' and without warranties of any kind, express or implied (other than warranties not capable of exclusion). Whilst we will use reasonable efforts to ensure that Our Services are available at all normal times, to keep unavoidable interruptions to a minimum, and to give notice of anticipated interruptions, there may inevitably be times when aspects of Our Services are unavailable.

3.3. The right to use Our Services is personal to you and may not be assigned or delegated; Under no circumstances may the use of Our Services be resold.

3.4. Where any Message is received or forwarded via the Internet, we are unable (due to the nature of the Internet) to guarantee protection or privacy of the Message, or that Our Services will be error-free.

3.5. We do not exercise control or censorship over Messages Handled by us; however, in order to protect ourselves from any potential liability to third parties, we reserve the right at any time to refuse to Handle and/or to delete (if deletable) undelivered any Message if we have notice that such Message may be Unlawful.

3.6. If Our Services include Post Forwarding, we are authorised by you to sign for the receipt of any such items; post will only be forwarded to another postal address, and under no circumstances may it be collected in person from our offices.

3.7. Our Service does not include dealing with callers in person for you at our offices under any circumstances, and in the event of any such calls for you (whether or not authorised by you) we reserve the right to terminate this Agreement forthwith.

4. Payment:

4.1. You must pay our charges (and any VAT payable) in advance for the use of Our Services as and when they fall due. Our charges are due periodically in advance, on the first day of the period to which they relate.

4.2. You must further pay an additional £5+VAT in respect of our costs on each occasion when your Bank or Building Society rejects an application for a payment by Direct Debit, or your cheque is dishonoured, or your credit card company declines to authorise a transaction.

4.3. If your payments are in arrears or if your Usage charges exceed any monthly limit on your account we may suspend Our Services without notice until your payments are up to date; you will continue to be liable for our charges whilst your account is suspended.

4.4. We are entitled to interest on any money unpaid to us when due at 2% per month both before and after any judgment.

4.5. Any dispute in respect of our charges must be notified to us within 30 days of invoice; if no such dispute is notified to us within that period, you will be conclusively deemed to have accepted the accuracy of the invoice.

4.6. Payment of our charges must be made in full and without deduction or setoff of any kind.

4.7. If it becomes necessary for us to initiate third party recovery or legal action to recover sums due from you, you will also pay the costs of such action on the indemnity basis.

5. Password, and use of our service:

5.1. Access to and use of certain aspects of Our Services is by personal password.

5.2. You will keep your password wholly confidential and secure.

5.3. You will immediately notify us if at any time you have reason to believe that your password has become known to or capable of use by anyone else.

5.4. You acknowledge that you are wholly responsible for all use of Our Services when accessed by your password.

5.5. Any use of Our Services when accessed by your password is conclusively deemed to be authorised by you, and is at your own risk.

5.6. You must provide your own SMS Mobile phone and/or Pager if you wish to collect messages by these means.

5.7. If we provide you with a phone number, we nevertheless retain all rights of ownership in respect of that number, and reserve the right to change that number from time to time on notice to you. You will not publicise that number in any way, and will only make use of it by making your own arrangements for automatic diversion of your incoming calls to that number.

6. Restrictions on Unlawful use

6.1. In order to avoid any potential liability to third parties on our part as a result of your use of our service, you must ensure that such use is in no way Unlawful.

6.2. You agree you will fully indemnify us against any liability we may incur as a result of any use by you of Our Services which is Unlawful, or is in breach of these Terms.

6.3. You agree that if any third party brings or threatens any action against us as a result of any alleged act by you in relation to your use of Our Services which, if proved, would be Unlawful or in breach of these Terms, you will indemnify us against our own legal costs in defending such action or threat whether or not the alleged act is proved and whether or not our defence is successful; provided that once you have paid all sums so due to us, we will assign to you any rights we may have to recover such costs from the third party.

6.4. You release us from any liability we might otherwise have to you in respect of or resulting from any Unlawful act committed by any third party in relation to any Message handled by us, without prejudice to any rights you may have against such third party.

6.5. If at any time we have reason to believe you to have used Our Services Unlawfully we may do any one or more of the following:

- decline to Handle the Message in question

- suspend Our Services to you pending further investigation and advice

- terminate this Agreement without notice.

6.6. You shall not use our service, and shall ensure that Our Services are not used:

- to send, receive, make available, copy, retransmit, broadcast or publish (whether directly or indirectly, and in any form) any statements or Message which:

- i) infringes any copyright, moral right, patent or other proprietary (including, without limitation, intellectual property) right of any person or entity, or

- ii) infringes any applicable law, regulation or right of any person or entity including, without limitation, rights under contracts and of confidence, laws relating to defamation, contempt, blasphemy, infringement of privacy or personal data rights, malicious falsehood, seditious libel and any equivalent or related laws in any territory in which they are (or may be) accessed or made available.

- iii) is (or may, in places where they are accessible or made available) offensive, abusive, indecent, obscene, or menacing; or which

- iv) is likely to encourage or capable of encouraging anything which is in any way Unlawful, or to incite violence, sadism, cruelty, or racial hatred, or which promotes or facilitates prostitution, or which are likely to mislead by inaccuracy, ambiguity, exaggeration, omission or otherwise.

- v) to cause annoyance, inconvenience, or needless anxiety.

6.7. Termination of this Agreement for any reason shall not affect any liability you may have to indemnify us under this clause.

7. Termination

7.1. The Initial Period lasts from date of first login to 48 hours after that time. During this period you may cancel without providing one month notice. All Signup and Monthly fees will be refunded. Message usage fees encurred during that period will not be refunded.

7.2. After the initial period this Agreement may be terminated for any reason by either of us at any time on one month's notice.

7.3. This Agreement may be terminated by us at any time if you are in breach of these Terms.

7.4. You remain liable to pay our charges until any notice of termination expires.

7.5. On termination any obligation of a continuing nature shall survive.

8. Limitations on our Liability

8.1. Except to the extent that it is not lawful to exclude such liability, we shall not be liable to you or anyone else for any loss or damage whatsoever or howsoever caused (and whether or not caused by negligence) arising directly or indirectly in connection with this Agreement.

8.2. Notwithstanding the generality of the above, we expressly exclude liability for consequential loss or damage, including but not limited to loss or damage to data or to other equipment or property, (whether or not the same may be in our care, custody or control) or for loss of profit, business, revenue, goodwill or anticipated savings.

8.3. In the event that any exclusion of liability contained in this Agreement shall be held to be invalid for any reason and we become liable for loss or damage that is capable of being limited in law, such liability shall be limited to the total of sums paid by you to us under this Agreement during the 12 months immediately before such loss or damage.

8.4. We do not exclude liability for death or personal injury to the extent that it arises directly from our or our employees' negligence.

8.5. You acknowledge (as is the case) that our charges are fixed on the basis that our liability shall be restricted as provided by this clause.

9. Miscellaneous

9.1. Notices

All notices shall be given in writing, and shall be deemed to have been duly given when delivered by hand, posted by recorded delivery post or sent by fax to the party to which such notice is required to be given at the address and/or fax number stated in this agreement or to such other address or fax number as such party may specify to the other in writing.

- Notices delivered by hand or sent by fax shall be deemed received the first working day following such delivery or sending

- Notices which have been posted as above shall be deemed received on the second working day following posting.

9.2. Waiver

Failure or neglect by us at any time to enforce any of these Terms shall not be a waiver of our rights and shall not prejudice our rights to take action in respect of the same or any later breach.

9.3. Headings

The headings in these Terms are for convenience only and are not intended to have any legal effect.

9.4. Severability

If any of these Terms is held by any court or other competent authority to be void or unenforceable in whole or part, the other Terms and the remainder of the affected Terms shall continue to be valid.

9.5. Variation

We have the right to modify these Terms (including the right to alter our charges and the amount of any deposit payable) at any time by notice, and if we do so you have the right to give us notice to terminate this Agreement, to take effect immediately before such variation would otherwise take effect; if you continue to use Our Services after the expiry of our notice you will be deemed to have accepted any such modification. In particular, we have the right to increase our charges if you make unusually heavy use of Our Services.

9.6. Entire Agreement

These Terms are intended to constitute the entire understanding between us, and except as otherwise provided, no addition, amendment or modification of these Terms shall be effective, unless in writing and signed or accepted by us.

9.7. Law

This Agreement is governed by the laws of England and any questions arising shall be dealt with only by the English courts.