Terms and Conditions for the Supply of the Oysta Service and Oysta Airtime Service on Oysta Devices (Business Users) for 12 months PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY 1. INTRODUCTION 1.1 Unless other terms and conditions are expressly accepted by us via a specific written amendment signed by a director of Oysta Technology Limited, these Terms and Conditions apply to all transactions between Oysta Technology Limited and Oysta users relating to the supply of the Oysta Service and, if we agree to supply the Oysta Airtime Service to you, on Oysta Devices. All other terms and conditions are excluded whether or not they are endorsed on, delivered with or referred to in any purchase order or other document delivered or sent by you to us. We may vary the Services, these Terms and Conditions, the Price Guide, the Privacy Policy and/or our Website Terms and Conditions at any time on the basis set out in section 19 (Variations) below. 1.2 These Terms and Conditions only cover the supply to Oysta users of the Oysta Service and, if we agree to supply the Oysta Airtime Service to you, the Oysta Airtime Service, and do not cover the supply of Oysta Devices themselves. If you purchase that device from a person other than Oysta Technology Limited such as a reseller, distributor or retailer, your contract for the supply of that device will be between you and that person. If you purchase the device from Oysta Technology Limited, your contract for the supply of the device will be with Oysta Technology Limited but will be on separate terms and conditions which apply to the supply of that device rather than these Terms and Conditions. 1.3 Whether you purchase your Oysta Device from us or through a reseller, we will supply you with the Oysta Service, and, if we agree to supply the Oysta Airtime Service to you, the Oysta Airtime Service, on these Terms and Conditions. Although the Oysta Airtime Service is optional, the Oysta Service is dependent on the availability of mobile network services, which the Oysta Airtime Service provides, for transmission of data between Oysta Devices and us and also, if you wish to be able to make and receive calls using your device, for transmission of voice communications. You can make separate mobile network service arrangements with your chosen mobile network operator but any such arrangements are outside your contract with us and it is your responsibility to ensure that those arrangements remain in place and are operational throughout the duration of your contract with us. If, for example, you have entered into a pre-pay arrangement with your chosen network operator, then you must ensure that you have sufficient credit at all times. If your chosen mobile network operator bars or disconnects your service or suspends or terminates its contract with you, your contract with us will continue until terminated in accordance with these Terms and Conditions and you must continue to pay all Charges. 1.4 We will provide the Oysta Service, and, if we agree to supply the Oysta Airtime Service to you, the Oysta Airtime Service, with reasonable care and skill. However, it is important for you to understand that there are limitations on the operation of Oysta Devices, the Oysta Service and the Oysta Airtime Service which are described further below and in the user guides, instruction manuals and other documents which accompany the device and/or those services. Further copies can be obtained through Customer Services on 0844 800 9133. 2. DEFINITIONS In these Terms and Conditions, the following words and expressions have the following meanings: "Charges" means the charges for and in connection with the Services as published from time to time in our Price Guide including, but not limited to, the monthly service charges applicable to your Oysta Service and Oysta Airtime Service, Replacement SIM Charges and Termination Charges. You can obtain a copy of the Price Guide through Customer Services on 0844 800 9133. "Communications Provider" means a person who provides an electronic communications network or an electronic communications service. "Data Protection Legislation" means the Data Protection Act 1998 together with all statutory instruments and legally-binding rules issued in respect thereof including, but not limited to, the Privacy and Electronic Communications (EC Directive) Regulations 2003. "Equipment Identity Register" means the GSM equipment identity register database which contains information on the identity of mobile equipment to prevent calls from stolen, unauthorized or defective mobile stations. "GSM" means the global system for mobile communication which in the UK refers to the 900MHz and 1800MHz band. "GPRS" means General Packet Radio Service. "GPS" means Global Positioning System. "IMEI" means International Mobile Equipment Identity. "IMSI" means International Subscriber Identity. "Minimum Contract Period" has the meaning given in section 5 (Minimum Contract Period) below. "MLBS" means Location-based Mobile Services that utilize GPS and GSM. "MLBS device" means a handset or other device that utilises MLBS. "Network" means a Communication Provider's system, or series of systems, that carries, or is capable of carrying communications by means of guided or unguided electromagnetic energy. "Price Guide" means the list of Charges which is updated from time to time and is available from us upon request from Customer services. "Privacy Policy" means our privacy policy as varied by us from time to time and which is available from us upon request and via www.oysta-technology.com "Replacement SIM Charge" means the charge for replacing your SIM cards as specified in the Price Guide. "Oysta", "we" and "us" means Oysta Technology Limited (company registration number: 06511451) whose head office is at The Stables, Greatworth Hall, GREATWORTH, OX17 2DH. "Oysta Device" means the Oysta Mobile Location Based Service device which you have purchased from us or from a reseller for use with the Oysta Service and, if applicable, the Oysta Airtime Service. "Oysta Airtime Service" means the mobile network services for transmission of data, and, where applicable, voice communications, which we agree to supply to you on the basis set out in these Terms and Conditions using a Communications Provider for use with the Oysta Device which we agree to connect to such services. "Oysta Service" means the services, other than the Oysta Airtime Service, operated by us which we agree to supply to you on the basis set out in these Terms and Conditions for use with the Oysta Device which we agree to connect to such services. "Services" means Oysta Service and/or the Oysta Airtime Service as the context requires. "SIM card" means Subscriber Identity Module, a removable card or module which is used in the GSM authentication procedures and contains IMSI number and other subscriber data, any associated information and intellectual property. "Termination Charges" means the Charges payable under section 16 (Termination) below. "Website Terms and Conditions" means our website terms and conditions as varied by us from time to time and which are available from us upon request and via www.oysta-technology.com 3. YOUR CONTRACT 3.1 Once you have submitted your completed order to us, we will process that order. We may use certain information about you when processing your order and otherwise managing your account and we refer you to section 14 (Use and Disclosure of Information) below and our Privacy Policy. For each Oysta Device you purchase, your contract for Services with us starts when we accept your order for those Services and, unless terminated earlier under section 16 below, will continue at least for the Minimum Contract Period as further described in section 5 (Minimum Contract Period) below. 3.2 You agree to provide relevant details and sign any necessary forms or other documents relevant to the Services you have ordered including any necessary to effect a transfer of service to us and you authorise us to complete any necessary forms on your behalf. Once your order for Services has been accepted by us, we will use reasonable endeavours to make those Services available to you as soon as reasonably possible and you agree to acquire those Services from us subject to these Terms and Conditions. By accepting the supply of those Services, you further confirm your acceptance of these Terms and Conditions. Once you have submitted your order to us, you may not withdraw that order without our consent unless you are permitted to do so under section 15 (Customer Sales Guarantee) below. 4. CONNECTION, ACTIVATION AND ADMINISTRATOR 4.1 We aim to connect you to the Oysta Service within 48 (forty eight) hours of accepting your order and your service registration form. If you order the Oysta Airtime Service, we aim to connect you to that service as soon as reasonably practicable after accepting your order and your service registration form. Your Charges for the Oysta Service will commence with effect from the date we connect you to that service. Your Charges for the Oysta Airtime Service will commence with effect from the date your SIM card is activated on the relevant mobile network. 4.2 Once the Oysta Service and, if applicable, the Oysta Airtime Service are connected, you must then activate your Oysta Device through www.myoysta.com 4.3 You are the Administrator on the Oysta Service. As Administrator, you will be able to manage the Oysta Device(s) attached to the Oysta Service to program the numbers that may be called from each device and to locate it by GPS track-and-trace. As Administrator you will also be able to authorise third parties to access the Oysta Service for the purpose of locating the Oysta Device(s) connected to the Oysta Service, hence the user using that device. 5. MINIMUM CONTRACT PERIOD 5.1 For each Oysta Device you purchase, your contract for Services with us starts when we accept your order for those Services and will continue in respect of each device for the applicable Minimum Contract Period specified in this section 5.1 and thereafter until terminated in accordance with these Terms and Conditions including section 16 (Termination): (a) If, in relation to a Oysta Device, we only agree to supply the Oysta Service to you and we do not agree to supply the Oysta Airtime Service, then your Minimum Contract Period in relation to that device is 12 (twelve) months from the date we connect that device to the Oysta Service; (b) If, in relation to a Oysta Device, we agree to supply both the Oysta Service and the Oysta Airtime Service to you, then your Minimum Contract Period in relation to that device is 12 (twelve) months from the date we connect that device to the Oysta Airtime Service. If we only agree to supply the Oysta Service to you and you subsequently wish to order the Oysta Airtime Service, then we may require you to enter into a new contract covering both the Oysta Service and the Oysta Airtime Service. 5.2 Although your contract with us operates on the basis of Minimum Contract Periods, you do have the ability to terminate your contract during a Minimum Contract Period under section 16 (Termination) below subject to payment of certain sums. After the Minimum Contract Period ends, we will continue to supply you as normal until your contract for the relevant Services is terminated in any one of the ways described in section 16 (Termination) below. 6. PROVISION OF SERVICES 6.1 Once your order for Services has been accepted by us, we will use reasonable endeavours to make those Services available to you as soon as reasonably possible and we will provide those Services with reasonable care and skill. 6.2 The Oysta Airtime Service is provided through an independent Communications Provider and we cannot and do not provide any guarantee or warranty in relation to the quality of that service (including, but not limited to, signal availability and call quality). That service is subject to the further limitations set out below and in the user guides, instruction manuals and other documents which accompany the device and/or that service. For clarity, we also do not provide any guarantee or warranty in relation to any mobile network services you obtain in place of the Oysta Airtime Service as referred to in section 1.3 above. You must ensure that mobile coverage is available in areas in which you will ordinarily require such services whether we provide you with the Oysta Airtime Service or you make separate arrangements as referred to in section 1.3 above. 6.3 You agree that, although we will use our reasonable endeavours to ensure that you receive the Oysta Service, and, if we provide you with the Oysta Airtime Service, that service, within our coverage areas, we do not guarantee or warrant that such services will be free from faults or interruptions. Certain factors such as network congestion, maintenance, geographic factors, obstructions or interference may mean that you will not receive such services in certain areas at certain times or at all. You understand that, as stated in section 1.3 above, the Oysta Service is dependent on availability of mobile network services such as the Oysta Airtime Service and that we have no control over the provision of such services if you obtain them separately as referred to in that section. 6.4 Where you send or receive information using the Oysta Airtime Service, we give no guarantee or warranty in relation to the security of that information or the Services generally nor do we guarantee or warrant the accuracy of information sent or received. This includes any and all communications with any MLBS device including the Oysta Device. 6.5 Your Oysta Device and the Oysta Service rely on GPS (Global Positioning System) for operation. It is important that you understand the limitations of that system. GPS is a system of satellites and receiving devices used to compute positions on the planet Earth. Your Oysta Device contains a component that allows its location to be tracked by GPS within limits. These limits will vary according to a number of factors, including but not limited to physical location (e.g. the GPS system will not locate your Oysta Device if it is within a building or otherwise has its signal interrupted). Neither GPS nor the tracking platform are operated by us and we accept no liability in relation to their operation nor any responsibility should one or both fail to operate correctly for any reason. We cannot and do not guarantee the safety or security of any person using a Oysta Device and we will not be responsible or liable for death, personal injury or damage to property save that nothing in these Terms and Conditions restricts or excludes our liability for death or personal injury caused by our negligence. 6.6 Where we supply you with the Oysta Airtime Service and you report a fault with that service to us, we will notify the Communications Provider so that your Oysta Airtime Service can be restored as soon as reasonably practicable. We will endeavour to resolve all faults with the Services you report to us within 72 (seventy two) hours. If you obtain mobile network services separately in place of the Oysta Airtime Service, you must report any faults to your mobile network operator. 6.7 All persons located using the Oysta Service will be required to give their consent to passive location of the relevant Oysta Device. We will not knowingly allow our location service to be used to locate unaware persons. However, we do not review location requests on a case-by-case basis and we cannot supervise location information resulting in a 3rd party who has suffered an intrusion. As a result, we have no control over the quality, safety or legality of either the location requests made, nor the truth or accuracy of the registrations made but where unauthorised locations are requested and, upon investigation, allegations of intrusiveness are considered likely, we reserve the right to remove that 3rd party or registered user from the Services or prohibit the user from making further location requests. You accept sole responsibility for the legality of your actions under laws applying to you. 6.8 In registering for the Services, you consent and understand that:- (a) the Oysta Device user(s) location will be used in the delivery of the location service; (b) the location will be used to provide map or text location information to you or the requestor identifying the location of that Oysta Device. This information will form part of the Route History of the Oysta Service; and (c) the location of a Oysta Service user will be issued when the location is requested. 7. SIM CARDS 7.1 If we agree to supply you with the Oysta Airtime Service, the following terms apply: (a) We will supply you with SIM cards as part of your Oysta Airtime Service plan and you are responsible for inserting SIM cards into your Oysta Device. (b) If you need a replacement SIM card, you must pay the Replacement SIM Charge set out in the Price Guide. We may not require you to pay the Replacement SIM Charge if, in our opinion, there are special circumstances such as if the original SIM card is faulty or defective. (c) You must return your Oysta Device(s) and/or SIM card(s) within 14 (fourteen) days of us giving you notice to do so. (d) If you lose your SIM card or if it is stolen (including if your Oysta Device is lost or stolen with the SIM inserted) you must notify us immediately by telephone on 0844 800 9133 and also in writing to Head of Customer Service, Oysta Technology Limited, The Stables, Greatworth Hall, GREATWORTH, OX17 2DH or such other address as we may specify on www.oysta-technology.com. You are responsible for all fees, charges and expenses (including Charges) incurred through use of the lost or stolen SIM card up until the time you tell us that it has been lost or stolen. 7.2 You must continue to pay Charges for the Services during any period in which you are unable to use the Services because your SIM card fails to operate correctly, is damaged, lost or stolen. We may agree to waive such Charges in whole or in part if, in our opinion, there are special circumstances such as where a SIM card is faulty or defective and we do not provide you with a replacement within a reasonable period. 7.3 If you enter into separate arrangements in place of the Oysta Airtime Service as envisaged in section 1.3 above, your SIM card will be supplied by that operator. Any issues in relation to your SIM card must be reported to that operator for resolution and it is your responsibility to ensure that those arrangements remain in place and are operational throughout the duration of your contract with us to enable you to benefit from the Oysta Service on the relevant Oysta Device . If, for example, you have entered into a pre-pay arrangement with your chosen network operator, then you must ensure that you have sufficient credit at all times. 8. BARRING/DISCONNECTION 8.1 You can ask us to bar the use of the Oysta Service, and, if we have agreed to supply you with the Oysta Airtime Service, that service, on one or more of your Oysta Device if the device is lost or stolen. If you enter into separate arrangements in place of the Oysta Airtime Service as envisaged in section 1.3 above, we will not be able to bar those services and you will need to contact your chosen mobile network operator. We bar the use of a Oysta Device for the Oysta Airtime Service by invalidating the IMEI number of the device in the Equipment Identity Register for GSM Networks. This means that no-one should be able to use the handset except to make calls to emergency services and certain customer service numbers but we cannot guarantee this because we do not operate the Equipment Identify Register scheme. 8.2 You can ask us to unbar the use of the Oysta Service, and, if we have agreed to supply you with the Oysta Airtime Services, that service on a Oysta Device: (a) if you believe that we have barred the use of a device for your by mistake; or (b) if that device, having been lost or stolen, has been recovered by you. If you enter into separate arrangements in place of the Oysta Airtime Service as referred to in section 8.1, we will not be able to bar those services and you will need to contact your chosen mobile network operator. 8.3 You agree to indemnify us and must pay us for any loss or liability that we may incur by acting on your request to bar or unbar the use of a Oysta Device. 8.4 We reserve the right to bar use of the Services we provide but we will use reasonable endeavours to contact you before we do so. As a general rule, we will only bar your device if we reasonably consider that it has been lost or stolen and/or your device's IMEI number is on a list of barred numbers we receive in accordance with the inter-carrier barring initiatives. We may bar or continue to bar use of a device even if you prove to us that you have acquired the device in good faith without knowing that it has (or may have) been lost or stolen. 8.5 Without prejudice to any other right or remedy we may have, we can at our discretion and without notice bar all or any of your Oysta Devices from making calls (other than to the emergency services) and/or disconnect it from all or any of the Services if: (a) you fail to pay any Charges due to us on the due date (including any security deposit we have asked for under condition 12 (Charges) below) or you fail to comply with these Terms and Conditions in any other material way; or (b) we have reasonable cause to believe that the Services are being used in a way forbidden by section 8.8 below (even if you do not know that the Service is being used in such a way); or (c) you become insolvent within the meaning of Section 123 of the Insolvency Act 1986 or bankrupt or you make any arrangement with creditors or go into liquidation or become subject to an administration order or a receiver is appointed over any of your assets or if we have good reason for believing that you are unable to pay the Charges; or (d) in the event of loss or theft or if we have reasonable cause to suspect fraudulent use of a payment card, SIM card or Oysta Device; or (e) if you are persistently abusive or make threats or otherwise act illegally towards our staff or our property or the staff or property of our agents or contractors. 8.6 You must pay an unbarring charge and, if applicable, a re-connection charge if the Service is temporarily barred and/or one of your Oysta Devices is disconnected from the Service for the reasons stated in section 8.5. As a condition of unbarring or reconnecting your Service we may require you to authorise a direct debit authority for the payment of Charges. Charges, fees and expenses are as specified in the then current Price Guide. If you enter into separate arrangements in place of the Oysta Airtime Service, your chosen mobile network operator will determine whether or not your service is unbarred or reconnected and may charge you accordingly. 8.7 If we bar or disconnect all or part of your Service or if you any mobile operator with whom you enter into separate arrangements in place of the Oysta Airtime Service bars or disconnects all or part of the services it provides, your contract with us will still continue until it is terminated under and in accordance with section 16 (Termination) below. You must continue to pay the Charges for the Services during any period in which you are unable to use the Services because they have been barred or disconnected. We may agree to waive such Charges in whole or in part if, in our opinion, there are special circumstances such as where we bar or disconnect the Services by mistake and we fail to unbar or reconnect the Services within a reasonable period. 8.8 You must not use or permit any other person to use, all or any of the Services: (a) fraudulently, in connection with a criminal offence, in breach of any law or statutory duty; (b) for any unlawful or improper purpose; (c) to send a call which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax in breach of any Rights or privacy or otherwise unlawful; (d) to cause annoyance, inconvenience or needless anxiety, as set out in the Communications Act 2003; (e) to generate AIT; or (f) via a GSM Gateway so that the Service is provided via the GSM Gateway to third parties. We may report incidents to the police or any other relevant official organisation. 9. WHEN OTHER COMMUNICATION PROVIDERS CAN BAR DEVICES 9.1 If we agree to supply you with the Oysta Airtime Service, the following terms apply: (a) We will include the IMEI number of any Oysta Device that we bar on a list of IMEI numbers that we send to other mobile Communication Providers in accordance with the blocking initiative referred to in section 8 (Barring/Disconnection) above. Participating providers should then invalidate the IMEI numbers on that list so that the corresponding devices will not work on their GSM Networks. (b) We have no control over whether Communication Providers participating in the blocking initiative invalidate your IMEI number or do so within a certain period of time and we therefore accept no responsibility or liability in relation thereto. Our only commitment is to do our best to include the IMEI number of any device that we block on the list of IMEI numbers that we send to participating Mobile Communication Providers. 9.2 If you enter into separate arrangements in place of the Oysta Airtime Service as envisaged in section 1.3 above, you will need to contact your chosen network operator so that it can perform the functions outlined in section 9.1 above. 10. ROAMING RESTRICTIONS 10.1 Roaming means using the Oysta Service, and, if we have agreed to supply you with the Oysta Airtime Service, that service, in countries other than the UK and is only available in some countries. Details of roaming availability and roaming Charges can be obtained from Customer Services on 0844 800 9133. We reserve the right to restrict your geographic use of the Services including calls to locations outside the UK. If you enter into separate arrangements in place of the Oysta Airtime Service as envisaged in section 1.3 above, your chosen mobile network operator may impose its own roaming restrictions. 10.2 Roaming Charges are as specified in the Price Guide or otherwise notified to you and Charges apply not only to outgoing calls but also to incoming calls. Those Charges are set by reference to charges payable to overseas network service providers which can be significantly higher than charges for equivalent services in the UK and this may result in roaming Charges being significantly higher than standard Charges for use of the same Services in the UK. You must obtain our approval to use any SIM card outside the UK. We reserve the right to require you to provide some form of security such as a deposit before we allow you to use any SIM card supplied by us outside the UK. 11. OYSTA SERVICE AND WEBSITE 11.1 We will use our reasonable endeavours to ensure that you can access www.myoysta.com at all times to enable you to make such changes to your Oysta Device and your Oysta Service as we allow from time to time as part of the Services (for example, programming up to 4 (four) telephone numbers; setting safety zones etc). We cannot and do not guarantee that that website will be available at all times or that it will operate without interruption or be error free. You hereby agree to our Website Terms and Conditions which form part of your contract with us. 11.2 You acknowledge that, in order for us to conduct our business, we need to collect, use and disclose certain personal information about individuals and in particular our customers and you agree that we may collect, use and disclose information in accordance with Data Protection Legislation and our Privacy Policy. Any queries or complaints should be directed to the Data Protection Officer, Oysta Technology Limited, The Stables, Greatworth Hall, GREATWORTH, OX17 2DH or such other address as we may specify from time to time. 11.3 In order to view information on our website, we may supply you with an account number or customer number and PIN or request you to set up a username and password. You are responsible for the security of your PIN and log-in information. You must ensure that that information remains confidential. You agree that we may disclose any information in connection with your account(s) to any person who correctly quotes your password. You must notify us immediately if there is any unauthorised use of your account by any other website user or any other breach of security. 11.4 We will not be liable to you if interference with or damage to your computer systems occurs in connection with use of our website or any external site. You must take your own precautions to ensure that whatever you select for use from the website is free of viruses or anything else that may interfere with or damage the operation of Your computer systems. 12. CHARGES 12.1 You can obtain details of all Charges applicable to your account with us through www.oysta-technology.com or Customer Services on 0844 800 9133. You should note that our Charges may involve a minimum monthly invoice amount. If your call Charges in any month are less than the applicable minimum monthly amount, you will be invoiced for that minimum monthly amount. 12.2 You must pay all Charges together with applicable VAT in accordance with these Terms and Conditions. Ordinarily we will invoice you monthly in advance for monthly Charges and in arrears for call, data and message Charges but we reserve the right to amend invoicing periods and submit interim invoices to you. Also, while we will use our reasonable endeavours to invoice you for Services within 6 (six) months of use, you acknowledge that our invoice for Services may be dependent on the receipt of billing information from other parties and that any delay in issuing a bill to you will not affect the validity of the charges contained in the bill. Invoices will be issued electronically only and no paper invoices will be provided. Connection Charges, if applicable to your account, will usually be included in your first invoice. 12.3 Payment is due when you receive your invoice. You will be responsible for paying all Charges on your account whether or not they have been accrued by you personally, for example where a person other than you makes calls from your Oysta Device whether or not that person is authorised to do so by you. You are also responsible for all extraordinary costs incurred in connection with the administration of your account including collection of any payments. Also, you must make your payment when you receive your invoice and by payment must be by direct debit through an account held by you with an approved financial institution unless we agree in writing that you may pay by a different method. However, we may submit an interim invoice or require an immediate payment if we think you have exceeded a reasonable limit on your account. We may also impose a credit limit on your account and/or require payment of a security deposit at any time. We may at any time apply your security deposit to meet any cost, loss or liability incurred as a result of failure by you to comply with these Terms and Conditions or to pay any amount payable by you. If we require security, you will provide it within the requested timescale. If any debits to your bank account are dishonoured, you will pay a dishonour fee for each and every dishonoured transaction at the dishonour fee rate set out in the Price Guide or otherwise specified by us. 12.4 You agree that our records are prima face evidence of your use of the Services and the Charges payable. You must inform us within 7 (seven) days of date of invoice if any bill discrepancy is found but you must still pay the invoiced amount in full whilst we each try to resolve the discrepancy. 12.5 If you fail to pay any Charges on the due date, we may, without prejudice to any other right or remedy we may have, charge you interest on any late payments at a rate of 3% above the base lending rate charged by Barclays Bank. Such interest will be charged on a per annum basis calculated daily. 12.6 We may appoint a third party to provide billing and bill collection services on our behalf, currently Stream Communications. 13. LIABILITY 13.1 Except as provided in this section 13, neither party will be liable to the other, whether in contract, tort (including, but not limited to negligence) or otherwise, for any loss or damage which is: (a) not the fault of that party; (b) indirect and/or not reasonably foreseeable; (c) loss of business, profits, savings, revenue, use or goodwill, or for any loss or corruption of data whether caused to the other party through any breach of your contract with us or any matters arising under, out of or in connection with that contract. Neither party excludes or restricts liability for negligent acts or omissions causing death or personal injury to any person. 13.2 Subject to section 13.1, we limit our legal liability up to a maximum of £3,000 (three thousand pounds) per claim or a series of related claims for any loss or damage which is: (a) direct financial loss; (b) direct physical damage to property resulting from our breach of contract or negligence while providing the Services. 13.3 We will not be liable to you if we are unable to perform our obligations or provide the Services to you because of factors outside our reasonable control including, but not limited to, Acts of God, actions or decisions of any Government or other competent regulatory authority (including any court of competent jurisdiction), any default or failure of a third party (including any Communications Provider), war or national emergency, terrorist act, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes and other industrial disputes (in each case, whether or not relating to that our workforce). 14. USE AND DISCLOSURE OF INFORMATION 14.1 You authorise us and our affiliates to use and exchange your information before, during and after the provision of credit to you with any of their agents and any credit reporting agency credit providers, carriers and/or your business referees in accordance with applicable laws for the following purposes and also for any purposes permitted under our Privacy Policy or which you have otherwise agreed to from time to time: (a) considering or applying our credit policy to Your application; (b) on-going credit management of your account(s) with us including recovery of your overdue payments; (c) on-going maintenance of credit records about you; (d) to enable Service delivery to you; and (e) any other purposes permitted under applicable laws. 14.2 You agree that information referred to in section 14.1 includes but is not limited to: (a) details and status of any of your accounts with us; (b) identification of your Oysta MPN(s); (c) your credit history, including whether you have made credit defaults, dishonoured cheques or made credit infringements; (d) information about your creditworthiness or capacity; and (e) your personal details even if the application is for a business or company. 14.3 You agree that we may do a credit check on any signatory to the application for Services, and any party named in such application, in their personal capacity. 14.4 Where you are in default of payment to us, you agree that we or our agents may utilise any information collected and recorded by us or our agents in relation to your account to assist us in the process of debt recovery and may use debt collection agencies for that purpose. 14.5 Calls made to or from our Customer Service Centre may be recorded for service, verification and/or for training purposes. 14.6 We may obtain an alternative Communications Provider to provide Services to You. You agree to assignment or novation of some or all of our rights under your contract with us to that alternative provider if we consider this appropriate and you irrevocably authorise us to execute on your behalf any documents necessary to give effect to such assignment or novation. Substitute services may not be available immediately. If substitute services are made available, they may be charged by the alternative provider at its then-current rates, terms and conditions, and You will be billed accordingly. 14.7 We may collect, use and disclose your personal information in accordance with our Privacy Policy. 15. CUSTOMER SALES GUARANTEE 15.1 If you purchased your Oysta Device from us and you wish to exercise your right to cancel the contracted Services within 14 days of connection, you may do so as follows: (a) By contacting us within 14 days of the date on your receipt on 0844 800 9133. We will check your account and, if you are entitled to return the relevant device(s) in accordance with the terms and conditions on which we supplied the device(s) to you as referred to in section 1.2 above and return is otherwise authorised by us, we will issue a Returns Authorisation code; and (b) By returning the relevant Oysta Device(s) to us so that we can issue a refund for any monies paid. 15.2 If you purchased your Oysta Device from a reseller rather than from us and you wish to exercise your right to cancel the contracted Services within 14 days of connection you may do so by: (a) contacting us within 14 days of the date on your receipt on 0844 800 9133. We will check your account and, if return is authorised, issue a Returns Authorisation code; and (b) taking the relevant Oysta Device(s) back to your reseller so that they may issue a refund for any monies paid if they authorise the return. 15.3 As conditions of the customer sales guarantees in sections 15.1 and 15.2 you must: (a) return the relevant Oysta Device(s) in its original, undamaged packaging with all parts intact; (b) obtain your Returns Authorisation prior to going back to the reseller's store or returning the device to us; (c) take the relevant Oysta Device(s) back to the reseller (where you purchased the device from that reseller) or return the devices to us (where you purchased the device from us) within 48 hours of receiving your Returns Authorisation Code although we may, at our discretion, extend that period where consider it appropriate to do so. If you fail to comply with all or any part of this section 15, we may refuse to allow you to cancel the Services under this section 15. 16. TERMINATION 16.1 You may terminate your contract with us in relation to the supply of Services to a Oysta Device with effect from any time after the applicable Minimum Contract Period as specified in section 5 (Minimum Contract Period) by giving us at least 30 (thirty) days' written notice. You are free to restore your contract in relation to the relevant Services throughout such notice periods should you change your mind. 16.2 You may terminate your contract with us in relation to the supply of Services to a Oysta Device before the applicable Minimum Contract Period expires if you pay us: (a) all Charges (including, for the avoidance of doubt, any applicable administrative charges for early termination); and (b) a lump sum equivalent to the total of all monthly or other periodic Charges still remaining in respect of the Oysta Service up to expiry of the Minimum Contract Period (except in circumstances set out in section 16.3 below); and (c) a lump sum equivalent to the total of all monthly or other periodic Charges still remaining in respect of the Oysta Airtime Service up to expiry of the Minimum Contract Period (except in circumstances set out in section 16.3 below). In relation to the payments you are obliged to make under sections 16.2(b) and 16.2(c), you will be entitled to a rebate of 5% (five percent) of the total if you terminate the relevant Services up to and including the first day of the last month of the relevant Minimum Contract Period although we may set-off that sum against any sums due from you to us. 16.3 You may also terminate your contract with us and the Services as a whole if we vary its terms resulting in an excessive increase in the Charges or make changes that alter your rights to your detriment. In such cases, you must give us at least 30 (thirty) days' written notice. However, this option does not apply if: (a) we have increased the Charges by an amount equal to or less than the percentage increase in the All Items Index of Retail Prices published by the Central Statistical Office in the Monthly Digest of Statistics in any 12 month period; or (b) we have increased the Charges or other costs in line with any network changes in supply pricing; or (c) the variations we have made have been imposed as a result of new legislation, statutory instrument, government regulation or licence. 16.4 If we are no longer able to provide you with all or any of the Services, we will at our discretion either: (a) make arrangements for you to be supplied with equivalent services by a third party; or (b) accept written notice from you that you wish to terminate your contract and the Services as a whole. In such cases, we will refund any pre-paid Charges which have not been used up. 16.5 We may terminate your contract and the Services in whole or in part (including in relation to all or any Oysta Personal Safety Mobiles) immediately by giving you written notice if: (a) you fail to pass any credit assessments which we may reasonably consider to be necessary from time to time; or (b) you fail to pay any Charges in full on the due date or you otherwise fail to comply with these Terms and Conditions in any other material way; or (c) we have reasonable cause to believe that the Services are being used in a way forbidden by section 8.8 above (even if you do not know that the Service is being used in such a way); or (d) we have good reason to believe that any information you have given us is false or misleading; or (e) you become insolvent within the meaning of Section 123 of the Insolvency Act 1986 or bankrupt or you make any arrangement with creditors or go into liquidation or become subject to an administration order or a receiver is appointed over any of your assets or if we have good reason for believing that you are unable to pay the Charges. If we terminate your contract under this section 16.4 in relation to a Oysta Device before the Minimum Contract Period expires, then, without prejudice to our other rights and remedies, you must immediately pay us the sums specified in section 16.2(a) to (c) inclusive above. 16.6 We may terminate your contract at any time by giving you not less than 30 (thirty) days' notice. In such circumstances, we will refund any pre-paid Charges which have not been used up. 17. EFFECT OF TERMINATION 17.1 When your contract is terminated, your Oysta Device will be disconnected from the relevant Services and you will no longer be able to use the Services. If you enter into separate arrangements in place of the Oysta Airtime Service as envisaged in section 1.3 above, termination of your contract with us will not affect your contract with your chosen mobile network operator and you will need to terminate that contract separately. 17.2 Termination of your contract is subject to you paying us all monies you owe us and us paying you any money we owe you. After termination, it is your responsibility to cancel any direct debits, standing orders or credit card mandates or other authorisations you may have given for periodic payments to be made to third parties. 18. SERVICE SUSPENSION In addition to other rights specified in these Terms and Conditions, we may suspend the Services if the Network or Services fail, if modification or maintenance work is being carried out, or if the Network or service is unavailable for any reason. 19. VARIATIONS TO CHARGES / SERVICES We may vary the Services, these Terms and Conditions, the Price Guide, the Privacy Policy and/or our Website Terms and Conditions at any time for any reason although usually we will only do so as a consequence of changes proposed by any third party including, but not limited, Communications Providers, manufacturers, suppliers or regulatory bodies. We will endeavour to provide as much notice, if any, as is reasonably practicable in the relevant circumstances. All changes will be notified through www.oysta-technology.com and www.myoysta.com 20. GENERAL 20.1 Your contract is personal to you and you may not assign it. We may assign or novate your contract in accordance with section 14.6 above. We may also assign or otherwise transfer all or any of our rights and/or obligations under your contract to any person by notice in writing to you. 20.2 You contract which is subject to these Terms and Conditions constitutes the entire agreement between us and you in relation to the Services. Any condition, warranty, representation or other term which might otherwise be implied into or incorporated into these terms and conditions, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded. Neither party shall have any remedy in respect of any untrue statement made to it upon which it relied in entering into this Agreement unless such untrue statement was made fraudulently. 22.3 Any notice under your contract, unless specifically required to be written, may be given delivered by post, personal service, e-mail, text message, fax or voice message. 22.4 Your contract for the Services which is subject to these Terms and Conditions is governed by the laws of England and we and you each submit to the exclusive jurisdiction of the English Courts. I confirm that I have read and understood the Terms and Conditions set out above for and on behalf of the customer named below. I also confirm that I am duly authorised to enter into this contract and accept such Terms and Conditions on behalf of that customer and I accept the contract and such Terms and Conditions for and on behalf of that customer. Customer Name: …………………………………………………………… Signatory Position/Title: …………………………………………………………… Signatory Name: …………………………………………………………… Date: …………………………………………………………… Signatory Signature: …………………………………………………………… Business Address: ……………………………………………………………………………………………………………. ……………………………………………………………………………………………………………. ……………………………………………………………………………………………………………. ……………………………………………………………………………………………………………. OYBus v2c 12m October 2012 © Oysta Technology Ltd 2008