Diva Telecom

TERMS AND POLICIES

GENERAL TERMS AND CONDITIONS
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Your use of this website will be governed by the terms and conditions set out below and the terms of our privacy policy ("Terms and Conditions"). Please read them carefully. We reserve the right to change these Terms and Conditions at any time without notice by posting changes on the Website. It is your responsibility to familiarize yourself with the Terms and Conditions regularly to ensure that you are aware of any changes. Your use of the Website after a change has been posted will signify your acceptance of the modified Terms and Conditions. If you do not agree with these Terms and Conditions, please do not use this Website.

1. INTELLECTUAL PROPERTY

1.1 Copyright
All Website design, text, graphics and the selection and arrangement of them are either Copyright © 2010, Diva telecom Limited or its third party licensors. All rights are reserved.

1.2 Trade Marks
All trading names, brand names, products and service names and titles and copyrights used in the Website are trade marks, trade names and service marks or copyrights of their respective holders. No permission is given by us for their use by any person other than such holders and such use may constitute an infringement of the holders' rights.

1.3 Restricted Use of Website Content
Permission is granted to electronically copy or print portions of this Website for your own personal, non-commercial use. Any other use of materials on this site without our prior written consent is strictly prohibited.

2. DISCLAIMER
2.1 We do not warrant that the Website will be available at all times or that it is virus or error free. Whilst we make all reasonable attempts to exclude viruses from the Website, we cannot ensure such exclusion and no liability is accepted for viruses. You are therefore recommended to take all appropriate safeguards before downloading information or images from the Website.

2.2 The Website is for information purposes only and is provided on an "as is" basis. We accept no liability for the accuracy, completeness, currency or truth (save for fraudulent representations) of any of the information contained in the Website or for any reliance placed by any person on such information.

2.3 Any advice given on this Website is for guidance purposes only. Any such advice should not be relied upon or used as a substitute for legal or other professional advice on your specific requirements.

2.4 Except as stated herein, all warranties, terms and conditions, whether express or implied, statutory or otherwise relating to information and material on this site or sites accessed through this site are excluded to the extent permitted by law. Any applicable warranties will be set out in our terms and conditions relating to the provision of our goods or services.
We will not, and our suppliers and licensors will not, be liable whether in contract, tort or otherwise for any loss or damage which:
i. arises other than through our negligence or the negligence of our employees agents or contractors; or
ii. is not a reasonably foreseeable consequence of our negligence; or
iii. is any business loss including but not limited to loss of revenue or loss of profits or loss of anticipated savings or wasted expense or data being lost or harmed or for any indirect, special or consequential loss or damage of any kind arising from access to or any use of the information and material contained on this site or any site you may access through this site.
We do not restrict or exclude our liability for:
i. personal injury or death directly caused by us or our employees whilst acting in the course of their employment with us or for fraud;
ii. physical damage to your personal property up to £10,000 due to any one event or series of connected events where such damage is due to our negligence or the negligence of our employees, agents or contractors acting in the course of their employment with us;
iii. any of our liabilities which cannot by law be excluded or restricted.

3. LINKS TO THIRD PARTY WEBSITES

3.1 Certain links on the Website may lead to other websites - which are not under our control. The use of third party websites is entirely at your own risk and we accept no liability for the content of any linked site or any link contained in a linked site. Links provided on the Website are provided to you only as a convenience and the inclusion of any link does not imply reliability and endorsement by us of the content of any third party's website.

3.2 These Terms and Conditions do not apply to any third party website linked to the Website. You should read the terms and conditions of those websites before using them and direct any questions or comments about the linked website's contents to the relevant website provider.

3.3 You are not entitled (nor will you assist others) to set up links from your own websites to this Website (whether by hypertext linking, deep-linking, framing, toggling or otherwise) without our prior written consent, which we may grant or withhold at our absolute discretion.

4. COMMUNICATIONS VIA THE WEBSITE

4.1 Where you are given the facility to enter information on to, or communicate via, the Website you agree to use the Website for lawful and civil purposes only and that you will not (nor allow others to):

4.1.1 post or transit any material which is offensive, racist, abusive, indecent, defamatory, obscene or menacing;

4.1.2 impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any one or any entity;

4.1.3 post or transmit any statements which are intentionally false or misleading;

4.1.4 post or transmit any material which you do not have the right to transmit; or

4.1.5 post or transmit any advertising, promotional materials or other forms of solicitation.

4.2 You agree to fully and effectively indemnify us and keep us fully and effectively indemnified from and against all costs, claims, liability, expenses (including legal expenses), damages and losses incurred by us as a result of a breach by you of the provisions contained in this clause 4, whether arising under tort, statute or otherwise.

5. CHANGES TO WEBSITE
We reserve the right in our sole discretion to change the content of the Website from time to time.

6. ENTIRE AGREEMENT
These Terms and Conditions represent the entire understanding relating to the use of the Website and supersede all other statements, representations or warranties (whether written, made electronically or orally) made by us. Nothing in these Terms and Conditions shall affect the liability of either party in respect of any misrepresentation, warranty or condition that it makes fraudulently. Any rights not expressly granted in these Terms and Conditions are reserved by us.

7. SEVERANCE
If any provision of these Terms and Conditions are found to be invalid or unenforceable by a court, it will be severed from the rest of these Terms and Conditions which shall remain unaffected.

8. LAW AND JURISDICTION
These Terms and Conditions will be governed by the laws of England and Wales. Disputes arising in relation to this Website shall be subject to the exclusive jurisdiction of the Courts of England and Wales
SMS TERMS AND CONDITIONS
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Diva Telecom Limited is registered in England and Wales, company registration number 05869006, registered address: Glendevon House, 4 Hawthorn Park, Coal Road, Leeds LS14 1PQ. Correspondence address is Diva Telecom Limited, Glendevon House, 4 Hawthorn Park, Coal Road, Leeds LS14 1PQ. DivaTxt is a brand name of Diva Telecom Ltd.

1. Definitions
In this Agreement:
"Additional Charges" means charges which arise over and above the stated fees, consisting of
i. Additional charges from DivaTxt's suppliers, which DivaTxt passes on to the customer.
ii. Additional items for additional work undertaken on a time and materials basis for the customer.
"Agreement" means this document, as amended from time to time in accordance with the amendment terms.
"Order Form" means the DivaTxt Order Form, which the Customer signs to signify acceptance of these terms.
"Documentation" means any documentation describing any Software licensed hereunder or describing or relating to the use of the messaging Services provided by DivaTxt to the customer.
"Service Period" means the service duration which has been purchased by the customer.
"Licensed Materials" means any Software and/or Documentation licensed to the Customer under this Agreement.
"Commencement Date" means the actual date DivaTxt notifies the customer that the services are enabled.
"Services" means the DivaTxt Messaging Services ordered by the customer.
"Software" means any software programs which are supplied by DivaTxt to the customer.
"Support" means the provision of a helpdesk or support service by DivaTxt to the customer.
"DivaTxt Network" means DivaTxt's host computers, network hubs and points of presence, from the moment messages arrive at DivaTxt to the point at which DivaTxt has managed transfer to the Sort Message Service Centre (SMSC) of a mobile operator.
"Regulatory Body" means PhonePayPlus and OfCom in the UK, and equivalent bodies in other regions that govern the use of premium rate and standard rate text messaging.
"Codes of Practice" means any Legislation and the guidelines and regulations of PhonePayPlus and equivalent bodies, and also guidelines and regulations from mobile operators as are issued from time to time and may be published in any Legislation.
"Legislation" means any act of UK Parliament or subordinate legislation and any enforceable community right within in the meaning of the European Communities Act 1972.

2. Term of Agreement, Commencement of Service and Suspension of Service
2.1 This Contract will come into effect on the Commencement Date and shall continue until the expiry of the Initial Term. Following expiry of the Initial Term this Contract will continue unless and until terminated by either party giving no less than 30 days' prior written notice, such notice to expire on or after the expiry of the Initial Term.
2.2 DivaTxt shall use all reasonable endeavours to provide the Services from the Service Commencement Date or as soon thereafter as is possible.
2.3 Without prejudice to DivaTxt's rights under this Agreement the parties hereby expressly agree that any breach of any of the provisions of this agreement shall entitle DivaTxt to bar access to the Services and/or to cease to convey any Short Message or associated services in whole or in part at any time and without notice.

3. Licensed Materials
If DivaTxt supplies software to enable the customer to connect to the DivaTxt Network, DivaTxt hereby grants to the Customer a non-exclusive license to use the Licensed Materials as permitted herein.
The Customer may use the software to connect to the DivaTxt network and use in the manner for which it was designed and make copies of the software for the purpose of backup. The customer may not sell, lease, grant licenses or distribute the software to third parties without the written permission of DivaTxt.

4. Service Provisions
4.1 DivaTxt will use its reasonable endeavours to provide prompt and continuing Services but will not be liable for any loss of data resulting from delays, non-deliveries, missed deliveries, or service interruptions caused by events beyond the control of DivaTxt or outside the DivaTxt Network, or to the extent of errors or omissions of the Customer. DivaTxt specifically excludes any warranty as to the accuracy of information transmitted through the Service. DivaTxt is not responsible for what occurs at the SMSC, or if an operator's telephone network is non-operational. DivaTxt exercises no control over, and accepts no responsibility for, the content of the information passing through the DivaTxt Network.
4.2 From time to time certain servers, or the whole or part of the Network used by DivaTxt to provide the service may be closed down for routine repair or maintenance work. DivaTxt or its authorised representative shall give as much notice as in the circumstances is reasonable and DivaTxt shall endeavour to carry out such works during the scheduled maintenance periods as published from time to time.
4.3 Improper Use and Liabilities
4.3.1 The Customer acknowledges that it may only use the Service for lawful purposes, and it shall observe all applicable Codes of Practice, and all rules of the Regulatory Body throughout the duration of this Agreement.
4.3.2 The Customer warrants that it shall not (nor shall it authorise or permit any other party to) use the Service or the DivaTxt network to receive or transmit material which is in violation of any law, or which is obscene, threatening, menacing, offensive, defamatory, in breach of confidence, in breach of any intellectual property right (including copyright), or otherwise unlawful.
4.3.3 The Customer shall not knowingly or recklessly transmit any electronic material (including viruses) through the Service which shall cause or is likely to cause detriment or harm, in any degree, to computer or telephone systems owned by DivaTxt or mobile phone users.
4.3.4 The Customer acknowledges that DivaTxt is unable to exercise control over the content of information passing over the DivaTxt network or via the Service, and DivaTxt hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature.
4.3.5 The Customer agrees to provide Diva with a detailed description of each service that it intends to run, and agrees that DivaTxt can pass on these descriptions to the Regulatory Body and to mobile operators so that they can be satisfied that a service is acceptable.
4.4 Connections to Mobile Networks: The Service is used by the Customer to link into mobile networks worldwide, and the Customer agrees to conform to Codes of Practice in each territory. Note that most mobile networks expressly forbid the use of spam (sending of unsolicited messages).
4.5 Impersonating: to impersonate any person or entity, including, but not limited to, a DivaTxt employee or falsely state or otherwise misrepresent your affiliation with a person or entity; to create or alter in any way and by any means, the contents of an electronic message for the purpose of making the message appear to come from someone other than you, DivaTxt, or the relevant electronic account-holder; or to create the contents of an electronic message making the message appear to come from someone other than you, where you are not a user authorized to send that message on behalf of the relevant electronic account-holder.
4.6 Profligate Use: Use of internet and telecommunications services, other than by means provided and co-ordinated by Diva, is also prohibited.
4.7 The Customer is not permitted to resell use of the Service to third party entities except with the express prior written permission of Diva.
4.8 Any breach of the obligations described in points 4.3 to 4.7 above shall entitle DivaTxt to immediately terminate the Service to the Customer without notice and unused pre-paid credits will not be refunded.
4.9 DivaTxt reserves the right to cancel unused prepaid credits 12 months or more after the date of purchase without refund.

5. Fees and Payment
5.1 The Customer shall be liable to pay the fees and charges listed in the Service Order Form together with any Additional Charges.
5.2 Payment shall be made at the times and in the manner specified below:
a. Set up and fees for the first month are payable in advance.
b. Messages should be pre-paid unless otherwise agreed in writing.
c. Subsequent monthly charges are invoiced and payable by direct debit typically 15 calendar days after the invoice date.
5.3 DivaTxt will endeavour to ensure that money resulting from premium rate text usage are reclaimed from the mobile operators, and passed on promptly.
5.4 Changes to the charges and tariffs may be introduced by DivaTxt's suppliers (interconnect, ringtone etc. and telephony charges) at any time, but will be passed on by DivaTxt at cost; because DivaTxt rarely itself receives advance warning of such increases, it is unable to give prior warning of changes in tariffs in most cases.
5.5 DivaTxt also reserves the right to make additional charges if in the opinion of DivaTxt there is a major change affecting this Agreement occasioned by statute or by government body.
5.6 Consultancy Fees, where applicable, will be due monthly in arrears, and will be at fixed price or at DivaTxt's then current rates on a time and materials basis, as agreed for each project
5.7 DivaTxt may require that the Customer has entered into a direct debit arrangement before Service Commencement, and DivaTxt may suspend Service provision without any liability on DivaTxt if Customer refuses to enter into such an arrangement, or cancels that arrangement once commenced.
5.8 The prices given do not include Value Added Tax (or similar sales taxes as may be introduced from time to time), which will, where appropriate, be added to the amount of all fees at the prevailing rate.
5.9 DivaTxt's prices assume that the Customer settles all fees/invoices within the payment period. DivaTxt reserves the right at its discretion to charge the higher of either the statutory rate of interest for late payments or interest at 2 per cent per month, above the base lending rate of Barclays Bank on any sum not paid on the due date, together with all costs of recovery. Such interest shall run from day to day and accrue until full payment has been made.
5.10 The Customer is required to notify DivaTxt within ten (10) working days of its receipt of an invoice if it has any question, which would lead it to dispute an invoice or part thereof.
5.11 Whilst the Customer may withhold any disputed payment in respect of the whole or any part of an invoice, it shall not be entitled to withhold any payment of the whole or any part of any invoice properly raised and which is properly due on the ground that it has any dispute over the whole or part of any other invoice, or has an alleged claim, counterclaim or set-off against DivaTxt.
5.12 DivaTxt reserve the right to withhold payment of premium rate monies in the event of complaints which are investigated by the Regulatory Body until the complaint is resolved, and may retain money to pay fines and administrative costs associated with processing the complaint. DivaTxt will not be liable for any fines raised by the regulatory body and the customer agrees that this is their responsibility as the information provider.
5.13 The Customer accepts the loss of revenue if mobile operators refuse payments for the Customer's premium rate services that breach Codes of Practice, or claw-back payments once made if they are later found to have breached Codes of Practice.

6. Changes
DivaTxt shall provide the services which may be varied, modified or extended from time to time by DivaTxt.
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. Security
DivaTxt reserves the right to alter security measures, including passwords, for the services at any time and advise the Customer of these changes as soon as it is able.

8. Data Protection
8.1 The Customer shall comply with the Data Protection Act 1998 and the Telecommunications Regulations 1999, and any amendments or replacements thereof, including any legislation implementing Directive 97/66/EC in relation to the services operated by the customer.
8.2 The Customer agrees that DivaTxt or its authorised representative may put the Customer's name and other information obtained about it from the Order Form and sales process into a computerised directory for internal use only, until DivaTxt or its authorised representative receive specific written instructions to the contrary from the Customer.

9. Confidentiality
The Customer shall treat as confidential all information obtained from DivaTxt pursuant to this Agreement and shall not divulge such information to any person without the prior written consent of DivaTxt. The foregoing obligations as to confidentiality shall continue to apply notwithstanding the termination of this Agreement.

10. Limitation of Liability
a. Except as provided in this Agreement, no warranty, expressed or implied, is given or assumed by DivaTxt.
b. Notwithstanding any other provision of this Agreement, in no event shall either party be liable to the other for any loss of profit, business data, contracts, revenues, or anticipated savings or any indirect or consequential loss of whatever nature, howsoever caused, whether occurring in contract, tort, negligence, or otherwise.
c. Nothing in this Clause shall confer any right or remedy upon the Customer to which it would not otherwise be entitled.
d. The Customer will be entirely responsible for, and for indemnifying DivaTxt in respect of, the content of any messages provided by the Customer in using services provided by DivaTxt, and the Customer undertakes to ensure that all persons authorised by the Customer to use such services operate in an appropriate way. The Customer is also responsible for obtaining and complying with the message content rules and policies of the various network operators, and will indemnify DivaTxt in respect thereof. The Customer will ensure traceability of SMS messages sent, via Services provided by DivaTxt, by or on behalf of the Customer or its message recipients, and the Customer accepts that DivaTxt is under a duty to comply with Codes of Practice which require disclosure details of Customer services and messages.
e. The Customer acknowledges that content of messages must be strictly controlled so as not to give rise to legal consequences, and that from time to time DivaTxt will issue notices in this regard.
f. The customer is also responsible for, and will indemnify DivaTxt against, any liability arising from:
i. The Customer failing to ensure that it is running services which fully comply with Codes of Practice and the rules of the Regulatory Body.
ii. The Customer failing to provide Diva with full descriptions of their service, including marketing details.
iii. All losses, DivaTxt's and those of the Customer and other customers, arising from short codes becoming barred as a result of the Customer failing to adhere to Codes of Practice and the rules of the Regulatory Body.
iv. Termination of the Agreement due to the Customer's breach of any obligation or clause of this Agreement.

11. Patents, Trademarks and Intellectual Property Rights
a. The Customer acknowledges that any and all of the trademarks, trade names, copyrights, patents and all other intellectual property rights used or embodied in or in connection with the provision by DivaTxt of the Licensed Materials and the Services are and shall remain the sole property of DivaTxt and/or its licensors.
b. In the event that new inventions, designs or processes evolve in performance or as a result of this Agreement, the Customer acknowledges that the same shall belong to Diva unless otherwise expressly agreed in writing by DivaTxt.
c. The Customer shall indemnify DivaTxt fully against all liabilities of any nature whatsoever, including (without limitation) all costs and expenses which DivaTxt may incur as a result of the Customer's infringement of any patent or other proprietary right of any third party provided that the Customer is given, insofar as it can be, immediate and complete control of any such claim, that DivaTxt does not prejudice the Customer's defence of such claim and that DivaTxt gives the Customer all reasonable assistance with such claim (for which the Customer shall reimburse all costs or expenses properly incurred by DivaTxt in providing such assistance), and the Customer shall pay all damages and costs finally assessed against the Customer or DivaTxt or payable by Customer or DivaTxt in relation to such infringement. The Customer shall not have any liability to Diva to the extent that any infringement or claim thereof is based (a) on activities or information provided by DivaTxt; and/or (b) on following specifications of DivaTxt.

12. Relationship of the Parties
In the performance of its obligations hereunder, each party hereto will at all times be an independent contractor, and this Agreement shall not constitute, or be deemed to constitute, either party as being the agent, partner or joint venture partner of the other.

13. Injunctive Relief
Because a party's breach of any of its obligations hereunder may irreparably harm the other and/or its licensors and substantially diminish the value of the proprietary rights of the other and/or its licensors, the parties hereto each agree that if they breach any of their obligations the other party shall, without limiting its other rights or remedies, be entitled to seek equitable relief (including but not limited to injunctive relief) to enforce the obligations of the party in breach hereunder and to protect the other's and/or its licensors' proprietary rights.

14. Force majeure
Neither party shall be liable to the other for any breach of its obligations hereunder resulting from any cause beyond its reasonable control including but not limited to fire, strikes, delays in transportation, inability to obtain supplies, hostilities, and regulations of any civil or military authority. The party whose performance is affected by force majeure shall use all reasonable efforts to avoid or overcome the causes affecting performance as soon as it becomes practical to do so.

15. Termination & Suspension of Service
15.1 This Agreement may be terminated:
a. Forthwith by DivaTxt by written notice to the Customer if the Customer fails to pay any sum due hereunder within seven (7) calendar days of the due date.
b. Forthwith by DivaTxt by written notice to the Customer if the Customer is in breach of Codes of Practice or the rules of the Regulatory Body.
c. Forthwith by either party by written notice to the other if the other commits any breach of any term of this agreement (other than one falling within a or b. above) and which (in the case of a breach capable of being remedied) shall not have been remedied within thirty (30) calendar days of a written request to remedy the same or within such other time as may be expressly provided herein; and
d. Forthwith by either party by written notice to the other if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (or by any amendment or replacement thereof which may be issued from time to time) or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the other's business or assets or if a petition is present or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).
15.2 Subject to the limitations of the liability of either party contained in any part of this document, any termination of this Agreement pursuant to this Clause 15. shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
15.3 Upon termination of this Agreement, howsoever caused, the Customer shall immediately stop all use of any Licensed Materials (if any) and use of Services provided by DivaTxt and promptly return to DivaTxt (or at DivaTxt's option destroy and certify in writing to DivaTxt that it has destroyed) the original and all copies of any Licensed Materials, including but not limited to all archival copies, compilations, translations, partial copies, updates, and modifications, if any, and delete all copies of any such items from the Customer's computer hardware and any other hardware or storage facilities.
15.4 The Customer accepts that DivaTxt may suspend without incurring any liability to the Customer any service immediately at the request of the Regulatory Body, or at the request of mobile operators if a service is the subject of a complaint, or appears to be in breach of Codes of Practice.

16. Notices
Any notice of termination, breach or other notice of a legal nature, or any other correspondence required to be given by either party under this Agreement shall be written and given by receipt requested email or facsimile followed by postal notification.

17. Invalidity and severability
If any provisions of this Agreement are found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for an invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

18. Entire agreement and Amendment
18.1 This Agreement between DivaTxt and the Customer constitutes the entire agreement between the parties hereto as to the subject matter hereof and supersedes all prior communications, representations and agreements relating to the subject matter hereof, whether written or oral, and the parties hereby acknowledge that no reliance is placed on any communication, representation or agreement made but not embodied in this Agreement and waive any right they may have in respect of any misrepresentation not expressly contained in this Agreement unless such misrepresentation was made fraudulently and/or to rescind this Agreement. The operation of the Contracts (Rights of Third Parties) Act 1999 is expressly excluded from this Agreement.
18.2 DivaTxt reserves the right from time to time, by notice in writing of not less than 30 days, to issue to the Customer variations to these terms and conditions, which shall be binding on the Customer unless the Customer notifies DivaTxt to the contrary in writing, in which case the original notice issued by DivaTxt pursuant to this clause 18.2 shall be deemed to be notice of termination pursuant to clause 15.1.

19. Successors
This Agreement shall be binding upon, and continue for the benefit of, the successors in title of the parties hereto in accordance with its terms.

20. Assignment
The Customer shall not be entitled to assign this Agreement (or any part thereof) nor all or any of its rights and obligations hereunder nor sub-license the use (in whole or in part) of the Licensed Materials. DivaTxt shall be entitled to subcontract any part of this Agreement but such shall in no way reduce DivaTxt's liability to the Customer hereunder. Whilst DivaTxt may assign this Agreement for purposes of internal re-organisation, any assignment will occur only after consultation with the Customer.

21. Press, Publicity and Public Announcements
Neither party shall make any press statement, publicity statement or announcement nor publish or actively participate in any article concerning the subject matter of this Agreement without advising the other party hereto and agreeing with the other the content of such. However, shortly after entering into this Agreement Customer consents to agreeing with DivaTxt a brief statement, which DivaTxt may issue on or shortly after the Service Commencement Date. DivaTxt may later request Customer to agree to more detailed statements, but shall only produce such after the Customer's agreement thereto. The foregoing shall not prevent basic disclosure by either party in accordance with financial, investment or auditing disclosures required by law or regulatory authorities, nor disclosure by DivaTxt of message content or sender details as may be required by law or regulatory authority.

22. Law
The construction, validity and performance of this Agreement shall be governed by English law and the parties hereto hereby submit to the non-exclusive jurisdiction of the English courts.
INBOUND NUMBERING TERMS AND CONDITIONS
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Definitions
‘Diva Telecom’ Refers to Diva Telecom Ltd, registered address: Glendevon House, 4 Hawthorn Park, Coal Road, Leeds, LS14 1PQ. Correspondence address: Glendevon House, 4 Hawthorn Park, Coal Road, Leeds, LS14 1PQ.
‘Customer’ refers to the company or individual who has requested ‘Diva Telecom Inbound Services’ from Diva Telecom
‘Diva Telecom Inbound Services’ refers to the Non-Geographic numbers (03xx, 08xx), International Freephone numbers, Universal International Freephone numbers, European Shared Cost numbers and Geographic numbers. Diva Telecom will provide to the customer for the duration of the contract period. It further refers to outbound calls placed via 08xx delivery of Non-Geographic (08xx), International Freephone numbers, Universal International Freephone numbers, European Shared Cost numbers and Geographic numbers.
‘Contract Period’ is the length of time from the start to finish of the Diva Telecom Inbound Services Contract where the Customer is committed to using and paying, where applicable, for the ‘Diva Telecom Inbound Service’
‘PPM’ refers to Pence (Sterling) Per Minute (e.g.: 0.01 = 1 pence per minute)
‘PPC’ refers to Pence (Sterling) Per Call (e.g.: 0.01 = 1 pence per call)
‘Monthly Call Statistics’ refers to the report supplied by Diva Telecom to the customer that contains the number and duration of calls received by the customer.
‘Live Date’ refers to the date, after testing, that the Service is suitable for commercial service; this date is usually a maximum of 4 days from the start of the contract for UK Services and up to 30 days for International Services.
‘Revenue Share’ refers to the PPM or PPC that Diva Telecom typically pays its customers when receive calls through the Diva Telecom Non-Geographic and Premium Rate Services.

1. Novation of Prior Agreements
The parties agree that from the date of this Agreement, any prior agreements relating to the services specified under this Agreement shall be replaced by this Agreement.

2. Contract Terms
This Contract will come into effect on the Commencement Date and shall continue until the expiry of the Initial Term. Following expiry of the Initial Term this Contract will continue unless and until terminated by either party giving no less than 30 days' prior written notice, such notice to expire on or after the expiry of the Initial Term.

3. Payment Terms
3.1 All Charges due under this Contract will be payable by Direct Debit unless otherwise agreed in writing by Diva Telecom. Direct Debit payments are collected on or around 15th of the month following the call period. Where terms other than direct debit are agreed, invoices should be paid in full without any set-off, deduction or withholding of any kind within 30 days of the date of issue. Diva Telecom reserve the right to charge daily interest on any outstanding amounts until payment is received in full at a rate equal to 2% per cent per annum above the base rate of Barclays Bank Plc as current from time to time whether before or after judgment until the date payment is received and/or suspend the Service (either in whole or in part) until all such Charges have been paid in full.
3.2 Invoices will be raised and dated by Diva Telecom, where applicable, for the implementation of the Diva Telecom Inbound Service, unless specifically stated. Upon receiving a completed and signed agreement and Direct Debit mandate, Diva Telecom will confirm to you in writing commencement of your service. The customer will pay Diva Telecom the Diva Telecom Inbound Services set-up fee (if applicable). Diva Telecom reserves the right to cease the supplies of the product and / or services to the Customer at any time if terms and conditions relating to Diva Telecom Inbound Services are not adhered to. On such cessation of supplies, Diva Telecom reserves the right to withdraw any credit facility such that the whole of the Customers account becomes due for payment without prejudice to any other right to remedy of the seller forthwith become due and payable. All prices quoted are exclusive of Value Added Tax. Charges will be calculated by sole reference to the data and records maintained by Diva Telecom.
3.3 If Diva Telecom become liable to pay any fee for any Number pursuant to any regulatory action then you agree to reimburse Diva Telecom such fee in respect of any such Numbers provided that Diva Telecom provides you with as much notice of such fee as is reasonably practicable and Diva Telecom provides you with evidence of such fee upon your reasonable request for such.
3.4 Calls to 0800 and 0808 numbers originating from payphones and mobile phones will have a levy added, please refer to our pricing schedules.

4. All Diva Telecom Inbound Services
Diva Telecom will not be liable for printing and advertising costs where you print and advertise an Inbound Services number before contracts have been signed and your number has been built on our platform and tested.

5. Regulation
5.1 From 1st July 2015, call costs to all numbers beginning 084 and 087 will attract 2 charges; the first is a per minute access charge which is determined by the callers supplier and the second is a service charge. The service charge is determined by the number range holder. The vat inclusive per minute service charge to call 084 and 087 numbers should be clearly shown in all communications to consumers. The recommended wording is “Calls will cost X ppm, plus your phone provider’s access charge”.
5.2 All UK 0871 number ranges are regulated by PhonePayPlus. Customers must familiarize themselves with the Code of Practice relating to use and promotion of 0871 numbers to consumers. Visit www.phonepayplus.org for information and guidance.
5.3 German revenue share numbers should have the following pricing notice clearly shown in all printed media and websites:
· 01803-xx xx xx (allocated number)
9 ct. pro Minute aus dem deutschen Festnetz / max. 42 ct. aus Mobilfunknetzen (which means: 9 ct./Min. from German landlines, max. 42 ct. from mobile phones)
· 01805-xx xx xx (allocated number)
14 ct. pro Minute aus dem deutschen Festnetz / max. 42 ct. aus Mobilfunknetzen

6. Revenue Share Services (UK 084x, 087x, ranges and European Shared Cost number ranges)
6.1 Diva Telecom shall be entitled to off-set any amounts due to you against any amounts due to Diva Telecom under this Agreement or any other agreements. Subject to receiving payment from our carriers, Diva Telecom shall provide a call breakdown and request that you submit an invoice to Diva Telecom for payment. Diva Telecom will pay the Total Amount due to you within 10 days of funds clearing from the carrier, subject to a minimum of £25.00.
6.2 The basis for payment by Diva Telecom will be the payment made to Diva Telecom, net of any claw back and AIT, as permitted in the Interconnect Contract between Diva Telecom and the Billing Carriers (usually BT). Our carrier outbound rates apply to off-net delivery of all revenue share services numbers.
6.3 Where an AIT is received from BT, Diva Telecom reserves the right to:
a) Charge an administration fee of £75.00 per hour for all Call Data Record work and correspondence with BT;
b) Charge for the outbound call leg of calls delivered to customers DDI which have been subject to an AIT.

7. Use of the NGN Services
7.1 Nobody must use Diva Telecom Inbound services:
a) To make offensive, indecent, menacing, nuisance or hoax Calls; or
b) Fraudulently or in connection with a criminal offence.
7.2 The Customer agrees to take all reasonable steps to make sure that this does not happen. Diva Telecom has the right to terminate a customer’s Inbound service if it is deemed that the service is being used or manipulated for fraudulent purposes either by the customer or outside callers. We take this kind of misuse very seriously. If we reasonably believe it has happened, we may take immediate action to suspend the service or end the agreement, without telling you first, even if you were not aware of the misuse.
7.3 You will, and will ensure that any Users when using the Service will use reasonable endeavours to avoid causing congestion on the Diva Telecom Carrier Networks and do not misuse the network in any way. Where We notify You of any such congestion or misuse, then You shall immediately take all steps to prevent such congestion or misuse. If You do not promptly take such steps then We shall be entitled to take all reasonable steps to protect Our network including the suspension and/or termination of the Services or any part of the Services

8. VAT
The customer will notify Diva Telecom immediately if their VAT registration is cancelled or it is issued with a new VAT number

9. Minimum Call Volumes
The Customer agrees that call traffic for Diva Telecom International Toll Free Inbound Service Numbers will not drop below 50 minutes per number for a period of more than three consecutive months, in this instance Diva Telecom reserves the right to cease the Customers Inbound Service.

10. Memorable Numbers (03xx and 08xx)
Memorable numbers will attract a one-off charge as agreed between Diva Telecom and the customer. The charge will be subject to VAT.

11. Additional Information
Our carriers may need to temporarily suspend the service for operational reasons (e.g. for repairs, planned maintenance or upgrades), but before they do we will give you as much notice as we can. We promise to restore the service as soon as possible after any suspension. They may have to alter code or Inbound services access numbers or technical specification associated with the service for operational reasons, and where we need to tell you about this we will give you as much notice as we can. The technical specification will only be changed where this will not materially affect the performance of the service. We may give you instructions about health and safety issues when using the service or on your use of the service to ensure the quality of the service we provide to you and other customers and you agree to observe them.



12. Provision of Service
12.1 We will use reasonable endeavours to provide the Service in accordance with the Service Standards and will use reasonable skill and care in the provision of the Service. However, You acknowledge that the Service cannot be provided fault free and We do not warrant error free or uninterrupted use of the Service.
12.2 We will use reasonable endeavours to provide the Service for use by You from the Proposed Start Date unless otherwise specifically agreed by the parties in writing or unless We are unable to do so as the result of a failure by You to fulfill Your obligations under this Contract or by any delay caused by a nominated third party (including, without limitation, other Network Operators).
12.3 We do not guarantee the continuous availability of any particular Service and You acknowledge that We may be dependent upon third parties (including, without limitation, other Network Operators) when providing the Service. Notwithstanding any other provisions of this Contract, We will not be liable to You in contract, tort (including negligence) or otherwise for the actions of any third party (including, without limitation, acts or omissions of the other Network Operators) that affect or otherwise impact upon the provision of the Service.
12.4 You acknowledge that We may bar access to certain types of number ranges if You are in breach of this Contract (or if We reasonably suspect You are in breach of this Contract) or for commercial or regulatory reasons.
12.5 We cannot guarantee that We can provide Services to specific numbers where such number(s) have been transferred to the Diva Telecom Carrier Network from another Network Operator or where there are national code or number changes and We shall not be liable for any loss or damage You may incur due to Your inability to receive any incoming telephone calls to any such number.

13. Faults
Although we attempt to provide you 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.

14. Personal Information
You agree and authorise Diva Telecom and its affiliates to use your personal information in accordance with the Data Protection Act 1998, and to disclose your personal information to its agents, related companies, credit reporting agencies, credit providers, carriers, carriage service providers and any relevant regulatory authorities for the following purposes:
a) Considering or applying Diva Telecom credit policy to your application and maintaining credit records about you. This information may be used debt tracing and fraud prevention;
b) Management of your account, including billing and collection of overdue payments;
c) Research and marketing to you;
d) Provision, operation and administration of the Service.
Diva Telecom reserves the right to contact you either by writing or by electronic means in regards to management of your account, including billing, provisioning and operation of the Service.

15. Security
15.1 If we issue you with a username and password for accessing Diva Telecom’s telecommunications administration website. These are essential for your secure use of the Diva Telecom Inbound service so you must ensure that they are kept confidential, secure and are used in accordance with all relevant instructions.
15.2 To ensure that the service remains secure, you must not change or attempt to change a username. If we think there is likely to be a breach of security or misuse of the service we may: change your password and then we will notify you that we have done this; and/or suspend username and password access to the Diva Telecom Interface. If you think 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, you need to inform us immediately.
15.3 If any of the information you give to us when you sign up for the Diva Telecom Inbound service changes, including any changes to your payment details, you must inform us immediately.

16. Suspension of Accounts
In this instance Diva Telecom will provide the Customer with 48 hours written notice by fax, post or electronic means before the commencement of the account suspension.

17. Cancellation of Accounts
If the Customer wishes to terminate the Diva Telecom Inbound Service with Diva Telecom, 30 days notice must be given in writing. Diva Telecom will confirm the termination date of the Inbound Service to the Customer by email, fax or post.
In this instance all outstanding accounts must be settled by the Customer with Diva Telecom. A cancellation fee of £50 plus VAT may be administered along with all in contract rentals if the account is terminated within the 12 month contractual period.

18. Transferring the Contract
The Customer cannot transfer or try to transfer this contract, or any part of it, to anyone else without the prior approval of a Diva Telecom representative.

19. Changing the Contract
a) We may change this contract and our terms and conditions, including our charges or revenue payments, at any time.
b) We will give you at least 28 days notice of any changes before they take effect. If the changes made are unacceptable to the customer then the customer has the right to terminate the agreement.

20. Indemnification
20.1 Customer agrees that it shall defend, indemnify, save and hold Diva Telecom harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor’s fees asserted against Diva Telecom, its agents, its Customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Customer, its agents, employees or assigns.
20.2 Customer agrees to defend, indemnify and hold harmless Diva Telecom against liabilities arising out of
Any injury to person or property caused by any products sold or otherwise distributed in connection with Diva Telecom Inbound services;
a) Any material supplied by Customer infringing or allegedly infringing on the proprietary rights of a third party;
Copyright infringement; and
b) Diva Telecom will not be responsible for any damages your business may suffer.
20.3 Diva Telecom makes no warranties of any kind, expressed or implied for services we provide except to the extent of our service level agreement. Diva Telecom disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non - deliveries, wrong delivery, and any and all service interruptions caused by Diva Telecom and its employees. Diva Telecom reserves the right to revise its policies at any time. Diva Telecom shall not be liable for any damages caused by our service or any equipment supplied by us or our suppliers in conjunction with our service.

21. Billing Disputes
21.1 Charges and revenue payments will be shown on a monthly statement. You must notify Diva Telecom Customer Care in writing if you disagree with any item(s) included on a statement within 30 days of the date of the statement. After the expiry of that period, the statement will be conclusively treated as having been accepted by you. For the purposes of this condition, your notification of disagreement must be sent by Recorded Delivery post to the Diva Telecom Customer Services address: Diva Telecom Ltd, Glendevon House, 4 Hawthorn Park, Coal Road, Leeds, LS14 1PQ.
21.2 Any refund of any charges wrongly debited to you shall be made by Diva Telecom, if it accepts the error, within 30 days of receipt by it of your notification as described in the previous paragraph.

22. Complaints
Should you have a complaint about our services, please contact our Customer Services Department on 0330 333 0330.

23. Matters beyond our reasonable control
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 for this.
a) If this continues for more than 14 days, you can terminate this contract immediately by giving us written notice.
b) If the events continue for more than 28 days, we can terminate this contract immediately by giving you written notice.

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

25. Intellectual Property Rights
25.1 Where software is supplied to enable the Customer to use the Services Diva Telecom grants the Customer a non-exclusive, non-transferable licence to use the software for that purpose only.
25.2 The Customer shall not copy, modify, reverse engineer, decompile or otherwise endeavour to obtain the source code of the software except to the extent permitted by law.
25.3 All intellectual property rights in the software shall remain the property of Diva Telecom or its licensors. 25.4 The Customer shall sign any agreement required by the owner of the intellectual property rights in the software to protect such rights.

26. Confidentiality
26.1 The parties will keep in confidence any information of a confidential nature obtained under this Agreement (whether written or oral), including but not limited to the prices payable by the Customer for the Services, and will not disclose such confidential information to any person (other than their employees who need to know the information for the purpose of this Agreement and who are under a duty of confidentiality equivalent to this Clause 26) without the prior written consent of the other party.
26.2 This Clause 26 will not apply to:
a) any information which has been published other than through a breach of this Agreement;
b) information lawfully in the possession of the recipient before the disclosure under this Agreement took place;
c) information obtained through a third party who is free to disclose it; and
d) information which a party is required by law to disclose.

27. 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.
CONFERENCING TERMS AND CONDITIONS
VIEW
Introduction
Before registering or using the Service please read these Terms and Conditions carefully. By registering or using the Service you agree to these Terms and Conditions. If you do not wish to be bound by these Terms and Conditions, you may not register or use the Service. Diva Telecom may modify this Agreement at any time. Modifications shall be effective immediately and your continued use of the Service shall be deemed your conclusive acceptance of the modified Agreement.

1. DEFINITIONS
In this contract:
“Access charges” or “Call charges” means the cost of the call to access the Service, paid either to the Participant’s Network Provider, or Diva.
“Access Numbers” means telephone numbers provided to Customers in order to access the Service.
“Charges” means the charges for the Service(s) notified to the Customer by Diva from time to time.
“Call Right Now” means the basic audio conference service provided by Diva where a PIN is provided to You after Registration and the provision of a valid email address.
“Regular User” means the audio conference service provided by Diva where additional Registration details are provided by You. Following Registration Diva will provide the Service as well as the Control Panel, with associated additional functionality.
“Pro User” means the advanced audio conference service provided by Diva, following Registration including a satisfactory credit score and set-up of a Credit Account. This option includes all the functionality of ‘Regular User’ with additional configuration options including but not limited to call recording and dedicated access numbers.
“Contract” means, in order of precedence, these Conditions, any applicable Service Schedule and Charges Schedule or Price List, the order form (if any) and Registration Process.
“Control Panel” is the online portal or other software provided for the management of the Service to You by Diva.
“Credit Account” means a mechanism allowing Customers to pay for Services on an invoice basis, following Registration and approval.
“Customer” or “You” means the person so named on any order form, or the person named in the Registration Process. Diva may accept instructions from another person who Diva reasonably believes is acting with the Customer's authority or knowledge.
“Diva Conferencing” is the audio conference service of Diva Telecom Ltd.
“Diva”, “We” or “Us” means Diva Telecom Ltd of Glendevon House, 4 Hawthorn Park, Coal Road, Leeds LS14 1PQ, registered in England No. 05869006.
“DivaTxt” is the SMS text messaging service of Diva Telecom Ltd.
“Network Provider” means the organization You pay for access and/or calls to the public telephone network.
“Participant” means You and anyone You allow to use the Service.
“Price List” means the published Diva Conferencing Price List or Charges Schedule as applicable, which may change from time to time.
“Registration Process” or “Registration” means the registration process, completed by You, online or by another means, including but not limited to a telephone call.
“Service” means the audio conference service provided by Diva Telecom.

2. COMMENCEMENT OF THE CONTRACT
This Contract begins on the date the Customer receives acceptance from Diva following completion of the Registration Process or when the Customer starts to use the Service, whichever is the earlier.

3. PROVISION OF THE SERVICE
3.1 Diva will provide the Service to the Customer on the terms of this Contract.
3.2 The provision of the Service is at all times subject to the availability of appropriate facilities and capacity. Diva does not guarantee to provide the Service on each occasion that the Customer requests the Service.
3.3 Diva will provide the Service with the reasonable skill and care of a competent telecommunications service provider. Diva cannot guarantee a fault free Service, and from time to time faults may occur. Diva will repair faults as quickly as reasonably possible.
3.4 The Service is available 24 hours a day, except:
(a) In the event of scheduled platform maintenance, Registered Users will be notified of any such planned outage by email and within their Control Panel, at least 48 hours prior to service interruption.
(b) In the event of unplanned service interruption beyond our control, where every effort will be made to restore normal Service within a reasonable time.
Planned maintenance information is available upon request.
3.5 Occasionally Diva may, for operational reasons, change the Access Numbers for the Service, PIN information or technical specification of the Service. If this happens we will provide customers with as much notice as we are able to, including an email to all affected Registered Users and notice in their Control Panel.

4. USE OF THE SERVICE
4.1 Unless Diva agrees otherwise in writing the Service is provided solely to the Customer and the Customer will not resell or attempt to resell the Service or any part or facility of it to any third party.
4.2 The Service must not be used:
(a) to send, knowingly receive, upload, download, use or re-use any information or material which is, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights;
(b) to send or provide unsolicited advertising or promotional material, or knowingly to receive responses to any unsolicited advertising or promotional material sent or provided using the Service by any third party; or
(c) fraudulently or in connection with a criminal offence, and you must take all reasonable precautions to ensure that this does not happen.
4.3 The Customer must indemnify Diva against any claims or legal proceedings which are brought or threatened against Diva by a third party because the Service is used in breach of paragraphs 4.1 or 4.2.

5. ACCESS NUMBERS AND SECURITY PINS
5.1 Diva will provide Customers with telephone Access Numbers and Security PINs to use the Service.
5.2 The Customer:
(a) is responsible for the security and proper use of the Access Numbers and PINs.
(b) has no right to sell or agree to transfer PIN information, provided for use with the Service.
(c) must take all necessary steps to ensure that Security PINs provided are kept secure and confidential and must not disclose the information to unauthorised people.
(d) must immediately inform Diva if there is any reason to believe that PIN information has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
5.3 Call charges to Access Numbers are the responsibility of the Participant or Customer, depending on the Access Number type. Please refer to the Diva Conferencing Price List for full details.
5.4 If a Customer forgets or loses Security PIN information, the Customer must contact Diva and satisfy such security checks as Diva may operate.
5.5 Diva reserves the right to suspend access to the Service and/or change Access Number or Security PIN information if at any time Diva considers that there is or is likely to be a breach of security.
5.6 The Customer must immediately inform Diva of any changes to the information the Customer supplied when registering for the Service.

6. CONFIDENTIALITY
6.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Contract and will not, without the written consent of the other party, disclose that information to any person (other than their employees or professional advisers, or in the case of Diva also its suppliers and the employees of Diva Telecom or their suppliers, who need to know the information).
6.2 This paragraph 6 will not apply to:
(a) any information which has been published other than through a breach of this Contract;
(b) information lawfully in the possession of the recipient before the disclosure under this Contract took place;
(c) information obtained from a third party who is free to disclose it; and
(d) information which a party is requested to disclose and, if it did not, could be required to do so by law.
6.3 This paragraph 6 will remain in effect for 2 years after the termination of this Contract.
6.4 Contact and other information provided by You or Participants during the course of Registration or use of the Service will not be sold or otherwise provided to any third party, but may be used by Diva to communicate Service messages and for marketing purposes. To change your marketing preferences email privacy@divaconferencing.co.uk with any requests.

7. CHARGES
7.1 Charges for the Service will be as specified in the Diva Conferencing Price List or Charges Schedule. Unless otherwise specified in the Price List or Charges Schedule, charging will begin when the Customer starts to use the Service.
7.2 The Customer agrees to pay all Charges for the ‘Pro User’ Service whether the Service is used by the Customer or someone else, and upon receipt of Diva’s invoice.
7.3 All Charges will be invoiced and paid in pounds sterling, by Debit Debit, unless otherwise agreed in writing by Diva. Value Added Tax or any other applicable sales tax or like charge, in a country where the Service is provided which is payable by the Customer, will be added to Diva’s invoices as appropriate.
7.4 Diva may, at any time, require the Customer to pay a deposit or provide a guarantee as security for payment of future bills.

8. LIMITATION OF LIABILITY
8.1 Diva is not liable to the Customer, either in contract, tort (including negligence) or otherwise for:
(a) any direct or indirect loss of profits, business or anticipated savings, nor for any indirect loss or damage or for any destruction of data;
(b) the acts or omissions of any other providers of service used in connection with the Service or for faults in or failures of equipment; or
(c) any misuse of the Service as defined in Paragraph 4.
8.2 Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts will continue to apply.

9. MATTERS BEYOND THE REASONABLE CONTROL OF EITHER PARTY
9.1 If either party is unable to perform any obligation under this Contract because of a matter beyond that party's reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes or acts of local or central Government or other competent authorities, or events beyond the reasonable control of that party's suppliers, that party will have no liability to the other for that failure to perform.
9.2 In the event of:
(a) a refusal or delay by a third party to supply a telecommunications service to Diva Telecom and where there is no alternative service available at reasonable cost; or
(b) the imposition of restrictions of a legal or regulatory nature which prevent Diva from supplying the Service then Diva will have no liability to the Customer for failure to supply the Service.
9.3 If any of the events detailed in paragraphs 9.1 or 9.2 continue for more than 3 months either party may serve notice on the other terminating this Contract.

10. TERMINATION
Either party may terminate this Contract or the Service provided on giving 30 days written notice. If the Customer terminates the Contract, Service or part of the Service, the Customer must pay any outstanding Charges as specified in the Price List or Charges Schedule.

11. BREACH OF CONTRACT
11.1 Either party may terminate this Contract or the Service (or both):
(a) immediately on notice if the other party 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; or
(b) immediately on notice if the other party commits a material breach of this Contract which cannot be remedied; or
(c) on reasonable notice if the other party is repeatedly in breach of this Contract and fails to remedy the breach within a reasonable time of a written notice to do so; or
(d) immediately on notice if the other party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors.
11.2 If Diva is entitled to terminate this Contract under paragraph 11.1, Diva may, on giving prior notice where practicable, suspend the Service without prejudice to such rights. Where the Service is suspended under this paragraph the Customer must pay the Charges for the Service until this Contract is terminated.
11.3 If either party delays in acting upon a breach of this Contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Contract that waiver is limited to that particular breach.

12. VARIATION AND TRANSFER RIGHTS
12.1 If the Customer asks Diva to make any changes to the Service Diva may ask the Customer to confirm the request in writing. If Diva agrees to a change, this Contract will be amended from the date when Diva confirms the change in writing to the Customer.
12.2 Diva can change the Conditions of this Contract including the Charges, unless specified otherwise in the Charges Schedule or Price List, at any time. Diva will give not less than 14 days notice of the changes.
12.3 Neither party may transfer any of its rights or obligations under this Contract, without the written consent of the other.

13. GENERAL
13.1 Subject to paragraph 12.1 this Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.
13.2 The parties acknowledge and agree that:
(a) they have not been induced to enter into this Contract by any representation, warranty or other assurance not expressly incorporated into it; and
(b) in connection with this Contract their only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Contract and that all other rights and remedies are excluded.
13.3 The provisions of paragraphs 13.1 and 13.2 shall not affect the parties’ rights or remedies in relation to any fraud or misrepresentation.
13.4 A person who is not 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.

14. NOTICES
14.1 Notices given under this Contract must, except for notice given under paragraph 3.5 be in writing and may be delivered by hand or by courier, or sent by first class post, facsimile or e-mail.
Fax: 0844 873 6162.
Email: support@divaconferencing.co.uk
14.2 Notices to be sent by first class post are to be addressed:
(a) to Diva at Diva Conferencing, Glendevon House, 4 Hawthorn Park, Coal Road, Leeds LS14 1PQ or any alternative address which Diva notifies to the Customer;
(b) to the Customer at the address to which the Customer asks Diva to send invoices or, if the Customer is a limited company, its registered office.
Addresses for notices to be sent by e-mail or facsimile must be agreed in writing by both parties.

23. SEVERABILITY
If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of its provisions will continue in full force and effect as if this Contract had been executed with the invalid, illegal or unenforceable provision omitted.

24. JURISDICTION
This Contract is governed by the law of England and Wales and both parties submit to the exclusive jurisdiction of the English Courts.

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