Standard terms and conditions of business

CUSTOMER AGREEMENT By and between unity dc limited ("Unity"), and the purchaser ("Customer"). In consideration of the mutual covenants herein, the parties agree to the following, which shall apply during the term of this agreement:

1. DEFINITIONS: "Plans" means proposals for offering various services to be provided by Unity. "Plans" does not include the use of Unity's service marks. "Customer" means an end user who is utilising services provided by Unity. Any use of Unity's services or payment made for such services constitutes acceptance of these terms and conditions.

2. PRICES: All prices for Plans provided by Unity to Customer are UK pounds Sterling, unless stated otherwise. Customer shall be responsible for paying all taxes which become due with regard to Unity services.

3. ORDER/RENEWAL ACCEPTANCE, PAYMENT: All orders are subject to acceptance by Unity. An order will be deemed accepted by Unity when confirmation of the order is sent to Customer. Unity may refuse to accept any order or renewal, or delay acceptance pending fulfilment of conditions Unity may choose to impose. Such refusal or such conditions may not be unreasonable, however, and Unity agrees to provide Customer with reasonable notice via Email or fax of any intent to delay or decline the acceptance of any order or renewal. Payment and Terms: Payment shall be made in UK pounds Sterling to Unity into the account designated by Unity, or as may otherwise be agreed in writing by the parties. Payments are due upon account activation and renewal. If due to bank charges, transfer fees, or the like, Unity should receive less than its invoice amount, Unity will re-invoice Customer for the shortfall. In the event that any amount remains unpaid fourteen (14) days after date of renewal or new order invoice, Unity may discontinue, withhold, or suspend services to Customer and/or its customer(s) to whom unpaid amounts relate. Unity reserve the right to charge a fee for reconnection of such services. Unity reserve the right to charge a £10 fee for any cheque returned unpaid by the drawers bank. Data transfer overage invoices are due on presentation. Unity reserve the right to withhold or suspend services to any Customer and/or its customer(s) to which unpaid data transfer overage amounts relate. Unity reserve the right to charge a fee for reconnection of such services.

4. RULES AND REGULATIONS: Unity may impose reasonable rules and regulations regarding the use of its services from time to time. Customer shall impose such rules and regulations on its customers to the extent necessary to ensure compliance. Particular attention is drawn to the Acceptable Use Policy (AUP) which sets out rules relating to bulk email (Spam), intellectual property violations, obscene material and the like.

5. LIMITATION OF UNITY'S OBLIGATIONS AND LIABILITY: Unity may discontinue servicing any Plan, or may require fulfilment of conditions Unity may choose to impose as a prerequisite for continuing to service any Plan. Such discontinuation or requirement may not be unreasonable, however, and Unity agrees to provide Customer with reasonable notice via Email or fax of any such intent to discontinue or impose conditions. Unity's liability to Customer, and any end user of any Plan or other Unity services is limited to the amount paid to and received by Unity for such services. In no event shall Unity be liable to Customer, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Unity has been advised of the possibility of such damage.

6. PROPERTY RIGHTS: Unity owns all right, title and interest in Unity's trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of Plans and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a license to Customer to use Unity's trade names or service marks.

7. CONFIDENTIALITY: Customer acknowledges that by reason of its relationship with Unity hereunder, it may have access to certain information and materials relating to Unity's business, plans, customers, software technology, and marketing strategies that is confidential and of substantial value to Unity, which value would be impaired if such information were disclosed to third parties. Customer agrees that it will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by Unity.

8. RELATIONSHIP OF THE PARTIES: The relationship between Unity and Customer is that of vendor and vendee. They shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement. Customer has no authority, apparent or otherwise, to contract for or on behalf of Unity, or in any other way legally bind Unity in any fashion, nor shall Customer be authorised to make any representations about Unity or its services other than to set forth Unity's responsibilities as outlined in this agreement.

9. DISPUTES: The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in paragraph 8 shall be subject to arbitration upon written demand of either party.

10. TERM, TERMINATION: This agreement shall run in accordance with the term of the initial order. It shall be automatically renewed on a regular basis in accordance with the term of the initial order or subsequent change to that term.

11. NONASSIGNABILITY: Customer's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of Unity, which consent shall not be unreasonably refused.

12. PARTIAL INVALIDITY: If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Unity and Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.

13. NOTICES: Except with respect to service of process as set forth in paragraph 12, all notices may be sent by email, fax, or mail to the email address, fax number, or address most recently provided and will be effective upon transmission.

14. ENTIRE AGREEMENT; MODIFICATIONS: This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. Unity may make changes to this agreement upon thirty (30) days' written notice to Customer, advising of the change and the effective date thereof. Utilisation of Unity services by Customer and/or its Customers following the effective date of such change shall constitute acceptance by Customer of such change(s). Otherwise, this agreement may not be modified except by the of written consent of both parties.