DIMASOFT LIMITED’s contract with you

1. Duration

1.1 This Agreement shall commence on the activation Date and shall continue for the Initial Term of six months from activation date and shall thereafter be automatically renewed monthly for successive one month periods.

2. DIMASOFT LIMITED’s commitment to you

2.1 When we provide the Service to the Customer we promise to use the reasonable skill and care of a competent telecommunications provider. However, it is technically impracticable to provide the Service fault free and we do not undertake to do so.

2.2 Within 5 working days of the date of receipt of the Customer Order we agree and shall use all reasonable endeavours to provide the provisional date for the Launch Date.

2.3 DIMASOFT LIMITED shall use reasonable endeavours to provide Internet access by the date agreed with the Customer.

2.4 All dates specified in the two clauses above are only estimates and we have no liability for any failure to meet any date.

3. What we need you to do

3.1 The Customer shall ensure that hardware, software and telecommunications equipment and services they provide to access and use the Service are suitable and technically compatible with the Service and approved for that purpose under any relevant legislation or DIMASOFT LIMITED documentation.

3.2 The Customer shall ensure that for the duration of this contract they hold a contract for the use of a BT provided analogue direct exchange line which terminates on a BT public switched telephone network master socket forming part of the BT network.

3.3 The Customer shall ensure that a UK billing address is provided for the duration of this contract.

Providing the Service to you

4. Getting started

4.1 Before DIMASOFT LIMITED can be certain that we can provide the Customer with the Service, we need to do the following:

• successfully complete a line survey; and/or
• receive a MAC code from the current DSL provider (the Customer must provide this); and
• successfully activate the Service.

If we cannot provide the Customer with the Service because one of the above cannot be successfully completed we will notify the Customer as soon as possible.

4.2 Although DIMASOFT LIMITED will use our reasonable efforts to install or activate the Service by the date that we agree with the Customer, all dates are estimates and are subject to change.

4.3 DIMASOFT LIMITED reserves the right, following reasonable notice to the Customer, to recover and re-assign any IP addresses provided to the Customer under this Agreement. No rights are transferred to the customer under any circumstance for any IP address provided by Dimasoft under the terms of this agreement.

5. Equipment

5.1 So that the Service remains safe and secure, any equipment connected to or used with the Service must bear the European Consumer equipment Standards "CE" mark. Such equipment must also be used in accordance with all relevant instructions and safety and security procedures. DIMASOFT LIMITED do not support any equipment not provided by us.

6. Making sure the Service is secure

6.1 The Customer must ensure that any usernames and passwords are kept confidential, secure and are used in accordance with all relevant instructions.

6.2 If we think there is likely to be a breach of security or misuse of the Service we may:

• change affected passwords and immediately notify the Customer of the change; and/or
• suspend username and password access to the Service

6.3 If the Customer thinks that any username or password has become known by someone not authorised to use it, or if any password is being or is likely to be used in an unauthorised way, the Customer needs to inform DIMASOFT LIMITED immediately.

6.4 If any of the information the Customer gives to DIMASOFT LIMITED when the Customer signs up for the Service changes, including any changes to your payment details, the Customer must inform DIMASOFT LIMITED immediately.

7. Things we may have to do

7.1 DIMASOFT LIMITED may need to temporarily suspend the Service for operational reasons (e.g. for repairs, planned maintenance or upgrades), but before we do we will give the Customer as much notice as possible. DIMASOFT LIMITED promise to restore the Service as soon as possible after any suspension.

7.2 DIMASOFT LIMITED may have to make alterations or technical specification associated with the Service for operational reasons, and where relevant and/or necessary the Customer will be informed with reasonable notice.

8. Repairing faults in the Service

Although we attempt to provide the Customer with the best possible service, we cannot guarantee that the Service will never be faulty. However, we will correct all reported faults as soon as we reasonably can.

What we need the Customer to do

9. Paying for the Service

9.1 All charges shall be invoiced and paid in pounds (£) sterling. Value Added Tax shall be added to DIMASOFT LIMITED’s invoices as applicable and shall be payable by the Customer.

9.2 DIMASOFT LIMITED will begin charging the Customer for the Service on the date that the Service is activated and available for the Customer to use. Where the Customer is installing equipment we provide or a third party provides to the Customer which is necessary to receive the Service, we will advise the Customer of the date the Service will be activated.

9.3 The Customer will have to pay the charges within 28 days of the date of our invoice. DIMASOFT LIMITED may charge daily interest on late payments at a rate equal to 4% per annum above the base lending rate of HSBC Bank plc.

9.4 The Customer agrees to pay DIMASOFT LIMITED the charges agreed at the time of activation. Dimasoft Limited reserves the right to amend the charges with reasonable notice.

9.5 All sums due to DIMASOFT LIMITED under this agreement are subject to use or sales taxes, duties or levies imposed by any authority, government, or government agency which may apply or be introduced from time to time, which shall be charged thereon in accordance with the relevant regulations in force at the time of providing the Services and shall be paid by the Customer.

10. Use of the Service

10.1 The Customer must take all reasonable precautions to ensure that no one (including you) uses the Service in any which contravenes our acceptable use policy.

The action we can take if the Service is used in any of these ways is to immediately suspend the perpetrating line and inform the Customer. Dimasoft Limited reserves the right to change the acceptable use policy as it sees fit.

10.2 When we provide the Customer with the Service it, and any associated software, is intended for your use only. Therefore, the Customer must not re-sell, transfer, assign or sublicense the service (or any part of it) or the associated software to anyone else, without prior permission from DIMASOFT LIMITED.

10.3 The Customer shall indemnify DIMASOFT LIMITED against any claims, actions or legal proceedings (including reasonable related costs and expenses, legal or otherwise) which are brought or threatened against DIMASOFT LIMITED by any third as a direct result of a breach by the Customer of its obligations under this Agreement.

10.4 The Customer undertakes to provide DIMASOFT LIMITED, without undue delay, all information, services, facilities, and responses that we may reasonably require in order to carry out our obligations under this Agreement.

10.5 The Customer may use for its own internal and/or business purpose(s) only; no other rights are granted either expressly or implied;

Other uses of the Service

11. Local Area Network (LAN) access

11.1 If the Customer has a Local Area Network (LAN) and accesses the Service via a LAN, the Customer is responsible for:

• providing and maintaining a suitable LAN and internet protocol (IP) router capable of interfacing satisfactorily with the Service; and
• configuring the IP router

11.2 DIMASOFT LIMITED is not responsible under the contract for providing any technical or other support to your LAN. The IP addresses that are allocated to the Customer are for use in connection only with the Service.

12. Your Website

12.1 As part of the service you may be able to set up your own website(s). If you do this, you are responsible for all material that you or anyone else puts on your website(s). You must include your contact details (eg email address) clearly on your website(s).

12.2 Material on your website(s) must not, and the use of it, must not in any way be unlawful. In particular, you must ensure that all necessary licences and consents (including those from owners of copyrights, performing rights and any other relevant intellectual property rights), have been obtained.

13. Your use of the internet

The Service allows the Customer to access the Internet. The Internet is separate from the Service and use of the Internet is at your own risk and subject to any applicable laws. DIMASOFT LIMITED have no responsibility for any goods, services, information, software, or other materials the Customer obtain when using the Internet (including email).

14. Filtered Broadband

If we provide you with filtered broadband, you accept that:

14.1 The filtered service endeavours to protect its subscribers from destructive and inappropriate Internet content. Any attempt to bypass, remove, modify, or otherwise disrupt the filtering process will result in immediate suspension of service.

14.2 DIMASOFT LIMITED accept no responsibility or liability for technology or user actions that cause the filtering process to be defeated.

14.3 DIMASOFT LIMITED accept no responsibility or liability for any content or site that may circumvent the filter. No filter is 100% effective and we do not represent our filtered service as 100% effective.

14.4 To ensure that the service remains secure it is essential that the Customer must not change or attempt to change a username. It is also essential that usernames and passwords be kept confidential.

14.5 If we believe there is a breach of security or there is a likely misuse of the service we may:

• change your password and notify you that we have done so; and/or
• suspend your username and password for the service.

If we decide to suspend your filtered service or change usernames and / or passwords, the contract will remain in effect and all relevant changes must be paid.

14.6 If you think that any username or password has become known by an unauthorised person, you must inform DIMASOFT LIMITED immediately.

14.7 If we provide you with a custom filter (tailored to your requirements) it is your responsibility to make us aware of any required changes to the filter. Required changes must be requested in writing and charges may be issued for work undertaken.

15. Service Availability

15.1 The Service shall not be available outside the Broadband Access Providers Service Availability Area. Availability to individual customers within the Service Availability Area is subject to the provisions of the Service Constraints contained with this Agreement.

15.2 DIMASOFT LIMITED reserve the right to reject an order; and If relevant, DIMASOFT LIMITED reserve the right to raise a charge to the Customer for work undertaken where the Customer does not maintain the contract (whether with BT or a third party) for the use of a BT provided analogue direct exchange line, DIMASOFT LIMITED shall cease the Service in respect of the relevant Customer.

15.3 The Customer shall indemnify DIMASOFT LIMITED against other claims or legal proceedings which are brought or threatened against DIMASOFT LIMITED as a consequence of the customer not having a contract for the use of a BT provided analogue direct exchange line as referred to above, or where the Customer has not given or obtained permission for BT to carry out any work at the Customers premises in connection with this Agreement.

16. Service Constraints

16.1 The Customer acknowledges and accepts the following technical limits relating to the Service:

• That the Service may also affect the performance of some PSTN customer premises equipment;
• That some technical limitations may not become apparent until after the Service has been installed and working for some time. In such circumstances, the Customer Service for some individual Customers may need to be withdrawn in which case DIMASOFT LIMITED shall rebate any charges paid in advance by the Customer;
• Downstream and Upstream burst rates for the Service may be reduced by contention;
• In the event that an element of the Broadband Access Providers enabling equipment is relocated it is possible that some Customers shall cease to be operational as a result of increased distance between the relocated equipment and the Customer premises

16.2 In the circumstances referred to in this clause DIMASOFT LIMITED shall have no liability to the Customer relating to the provision of the Service (or DIMASOFT LIMITED’s inability to provide the Service), the performance of the Service, its effect on other services or equipment or the withdrawal of the Service.

17. Limits of Service Provision

17.1 From time to time, the Service may require some expected or unexpected work to be undertaken. DIMASOFT LIMITED shall use reasonable endeavours to ensure that any Downtime and any Lost Time over the Total Service Time are kept to a minimum, but shall not be liable for disruptions.

18. If you break this contract

18.1 Either party can end this contract immediately on notice at any time if the other:

• commits a material breach of this contract, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so;
• commits a material breach of this contract, which cannot be remedied;
• is repeatedly in breach of this contract; or
• is the subject of bankruptcy or insolvency proceedings or an arrangement with creditors is made, or a receiver or administrator is appointed over any of their assets, or they go into liquidation.

18.2 DIMASOFT LIMITED can end this contract with immediate effect if we have previously terminated your use of any service due to your breach.

19. Suspension of the Service

19.1 Instead of terminating the Service we can choose to suspend the Service. If we do this we can still end this contract at a later date. If we decide to suspend the Service, a password or username (for any reason), we will restore it (if neither have ended this contract) when the Customer satisfy DIMASOFT LIMITED that the Customer will only use the Service as we have agreed.

19.2 If we decide to suspend the Service under paragraph 19, this contract will continue during the period of suspension and the Customer will have to pay all relevant charges.

20. Matters beyond our reasonable control (Force Majeure)

If we cannot do what we have promised in this contract because of something beyond our reasonable control (including, without limitation, industrial disputes involving our employees), we will not be liable. If the events continue for more than three months, we can terminate this contract immediately by giving the Customer written notice.

21. DIMASOFT LIMITED’s liability to you

21.1 DIMASOFT LIMITED will be liable if the Customer are injured or die as a result of our negligence. DIMASOFT LIMITED do not limit that liability, or any liability we may have to the Customer under Part I of the Consumer Protection Act 1987, by paragraphs 21.2 or 21.3 or in any other way.

21.2 DIMASOFT LIMITED have no liability (whether in negligence or otherwise) for any indirect or consequential loss, nor for any loss of opportunity, goodwill, reputation, business, revenue, profit, or savings the Customer expected to make, wasted expenditure for data being lost or corrupted.

21.3 DIMASOFT LIMITED of any sort (including liability for negligence) is limited to the terms of the our professional indemnity insurance policy. We undertake to ensure that such a policy with a reputable insurance company remains enforced through out the length of the contract.

21.4 DIMASOFT LIMITED do not have any liability of any sort (including liability for negligence) for the acts or omissions of other providers of telecommunication goods or services or for faults in or failures of their networks and equipment. In the event of a third party failure resulting in loss of service DIMASOFT LIMITED will undertake to ensure the third party rectifies the problem in a reasonable time period.

21.5 Each provision of this paragraph 21 operates separately in itself and survives independently of the others.

Ending this contract

22. Before the Service has been activated

The Customer may end this contract at any time before the Service is activated and available for the Customer to use, but if we have already initiated setup of the Service at your premises the Customer must pay our setup charge. Once the Service has been activated and is available for the Customer to use, the Customer can only end this contract as set out in paragraph 23, and the Consumer Protection (Distance Selling) Regulations 2000 will not apply.

23. After the Service has been activated

23.1 This contract can be ended by:

• either of us giving 28 days notice to the other; or
• The Customer giving DIMASOFT LIMITED seven days notice if under paragraph 24 we inform the Customer we are increasing our charges or changing the conditions of this contract to your detriment.

23.2 If the Customer give DIMASOFT LIMITED notice that ends this contract, or we end this contract, during the first 6 months from the date that the Service is activated and available for the Customer to use (other than because we have increased our charges or changed the conditions of this contract to your detriment) the Customer must pay all charges payable for the remaining period of this contract.

23.3 If the Customer have paid any charges for a period after the end of this contract beyond the 6 months referred to in paragraph 23.2, we will either repay these charges or put them towards any money owed to us by the Customer.

23.4 DIMASOFT LIMITED shall be entitled to terminate this agreement forthwith by written notice in the event that:

• the contract between DIMASOFT LIMITED and any telecoms supplier of DIMASOFT LIMITED, enabling DIMASOFT LIMITED to provide its services, is terminated;
• the broadband service provided to DIMASOFT LIMITED by its telecoms supplier is not of the quality deemed by DIMASOFT LIMITED to be appropriate to provide its services;

Other things we need to tell you

24. How this contract can be changed

24.1 DIMASOFT LIMITED may change this contract, including our charges, at any time.

25. How this contract can be transferred

Neither of us can transfer this contract except that we can transfer all or part of it to a company that is a subsidiary or holding company of ours, or a subsidiary of that holding company (all as defined by Section 736 of the Companies Act 1985 as amended by the Companies Act 1989).

26. How to give notice

26.1 If either of us gives a notice to the other under this contract this must be done either by email using the Service or in writing and delivered by hand or sent by pre-paid post to the addressee at the following address:

• To us: at the postal address or email address shown on the appropriate web site or an alternative address which we may give you.
• To you: if the Customer is a company at your registered address, or at the postal address the Customer specifies when registering for the Service or an alternative address which the Customer may give us, or at the email address provided to DIMASOFT LIMITED as a point of contact.

27. Waiver

Neither party shall be considered to have waived any right under this contract because of failure or delay in exercising that right.

28. Third party rights

A person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

29. The law that relates to this contract

English Law governs this contract and we both agree to the exclusive jurisdiction of the English courts.