PODSYSTEM LTD AGREEMENT OF TERMS & CONDITIONS OF SALE

Acceptance of Terms & Conditions and Order

1. By providing a fax, post, email or verbal order for sim cards, data, SMS, CSD and/or voice services (or other mobile network services) or billing services (collectively or singularly referred to as Product) to Podsystem Ltd, the Customer acknowledges that he has been informed of and agrees to these Terms & Conditions and any other verbal, written or implied pre-contractual relations will be superseded by these Terms & Conditions.

2. Only on acceptance of order, or by delivery of products (whichever is the former) by Podsystem Ltd, Podsystem Ltd agrees to be bound by these Terms & Conditions.

3. The Customer explicitly acknowledges that his Purchase Conditions will not apply and that these Terms & Conditions constitute the entire agreement between Podsystem Ltd and the Customer.

4. Podsystem Ltd reserves the right, at its sole discretion, not to supply any Customer order.

Delivery

5. Unless agreed otherwise, the Customer will bear all costs of shipping products to the Customer, including re-deliveries.

6. Podsystem Ltd shall bear no liability, consequential or otherwise for delay in delivering any Product supplied to the Customer.

Prices & Payments

7. Unless otherwise agreed in writing the prices and Contract Lengths for the Products will be as advertised at www.Podsystem.com. Unless indicated otherwise, prices are exclusive of banking charges, VAT and other applicable taxes.

8. Unless otherwise agreed in writing payments by the Customer will be made:

a) For physical sim cards (including commissioning costs) – in advance of delivery

b) For 'bundled charges' including monthly line rental on sim cards and billing services – either; billed 15 days in advance of the applicable month with a subsequent balancing invoice at the beginning of the applicable month (for additional sims added or removed), or; billed at the beginning of the month, on a 30 day payment period.

c) For sim traffic usage – billed in arrears with a 30 day payment period. If additional charges from the networks are received for a period that has already been billed, the SIM usage report will be re-issued and the customer invoiced the difference.

9. Customer agrees to pay all charges for Products provided to the Customer including, but not limited to, the payment of all charges for a sim card until the sim card has been terminated with 30 days notice or the contract period has completed (whichever is the latter), regardless of whether charges were incurred by the Customer or a third party or as a result of mis-use or fraudulent activity.

10. If the Customer disputes any item in an invoice within 30 days, and the invoice or part thereof is subsequently found to be incorrect then Podsystem Ltd will credit the customer within 10 business days. Disputed invoices more than 30 days old will not be accepted. The Customer shall pay all invoices in full (including disputed amounts) in accordance with the terms of these Terrms & Conditions and in good faith co-operate with Podsystem Ltd to resolve the dispute.

11. All payments must be made directly to a designated Podsystem Ltd bank via online bank transfer, fast payment, BACS, CHAPS or international bank transfer. Podsystem Ltd reserves the right to charge a £40 administration charge for monies received in any other form. If any payments due are not received and cleared in Podsystem Ltd's bank account within the agreed payment terms as above, Podsystem Ltd reserves the right to charge interest charges of 2% per month. These charges will be calculated daily and at Podsystem Ltd's discretion may include interest on interest charges. Late payment invoices may be sent once a week and will incur a £40 administration charge.

12. If any payments are overdue, Podsystem Ltd reserves the right to employ a credit recovery agency to recover monies due. Podsystem Ltd is not liable for any detrimental effect (financial or otherwise) if action by the credit recovery agency affects the Customer's credit rating and/or financial position. Furthermore, the costs, including any legal costs and court fees, incurred in the collection of any overdue payments will be paid by the Customer.

13. If any SIMs have incurred costs that exceed the expected level of use, Podsystem reserves the right to invoice for these charges separately and the customer must pay these charges in full within 7 days of the date of the invoice.

14. If any payments are overdue more than 14 calendar days, Podsystem Ltd reserves the right without notice to terminate ALL Products on the Customer's account and charge a re-connection charge of £30 per sim for reconnection and other administration charges that may be incurred.

15. In the event of a significant increase in charges or minimum charges by a supplier or mobile network on Products provided by Podsystem Ltd, Podsystem Ltd reserves the right, with 30 days notice, to change its prices for services for that Product. In this eventuality the Customer has a right of termination as set out in clause 29.

Warranty & Liability

16. In no event shall Podsystem Ltd be liable to Customer for any kind of indirect damage, such as but not limited to any injury, damage, loss of use, loss of profit or claims of any third party based upon a claim for breach of warranty or claim of liability.

17. Podsystem Ltd's liability under these Terms & Conditions or in connection with its performance is expressly limited to the express provisions in these Terms & Conditions and the maximum sum of any and all claims will be the limited to the cost of Products supplied to the Customer in the preceding year or £10,000 which ever is the lower. Podsystem Ltd makes no express or implied warranties, representations or endorsements regarding any merchandise, information, products or services provided in connection with these Terms & Conditions. Except for gross negligence and intent, Podsystem Ltd shall not be liable to the Customer and/or its customers and users for any direct or indirect loss or damage (including economic losses or any loss or profit) arising out of or in connection with the performance of its obligations under this agreement. Under no circumstances shall Podsystem Ltd be liable for any indirect or consequential losses.

18. Podsystem Ltd does not guarantee the fault free working of the services and especially the fault free working of mobile networks. Podsystem Ltd is not liable for any service or proof of service of Customer, which is carried over Podsystem Ltd's or any other mobile network. Podsystem Ltd is also not liable for operators ceasing or terminating mobile or other services. Under no circumstances shall Podsystem Ltd be liable for any direct, indirect or consequential damages, including but not limited to damages that result from the Users' use of or inability to access any part of the Product or the Product's functionality, or User's reliance on or use of information and services provided on or through the Product or damages that result from mistakes, omissions, interruptions, loss, theft, or deletion of files, packet data or other information, errors, viruses, defects, delays in operation or transmission, or any failure of performance.

19. Except as expressly stated elsewhere in the Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded. Furthermore, Podsystem Ltd make no warranty as to any fitfulness for any particular purpose.

20. The Customer shall indemnify Podsystem Ltd and hold Podsystem Ltd harmless from and against all losses, damages, expenses (including, without limitation, legal expenses), costs and liabilities for personal injury, loss of life or personal property damage arising out of or in connection with (a) any breach of these Terms and Conditions by Customer; (b) the Customer's negligent act or omission (c) any claims, demands, actions or proceedings made by any person or entity (including, without limitation, any Regulator) arising out of or in connection with the provision or use of the Product by the Customer (unless the same arises as a result of any breach of these Terms & Conditions by Podsystem Ltd or Podsystem Ltd's negligent act or omission).

21. The provisions of Clauses 16,17,18, 19 and 20 shall survive the termination or expiry of these Terms & Conditions.

Customer Obligations

22. The Customer is responsible for ensuring that any hardware equipment, or software application running on that equipment, that uses a Product provided by Podsystem Ltd complies with any and all requirements of all GSM networks and will not cause any damage or interruption to any mobile phone network. The customer accepts all liabilities for damage or interruption to any mobile phone network caused as a direct result of the hardware equipment or software application running on that equipment. If the Customer is unsure whether the equipment or software being used may cause any damage to a mobile phone network, the customer may request Podsystem Ltd to gain approval prior to use. Whether approval is sought is at the sole discretion of Podsystem Ltd.

23. The Customer shall ensure that neither the Customer Content nor the Customer Data or its supply to or use by any End-user pursuant to these Terms & Conditions shall infringe the rights of any third parties or any laws or Regulations (including, without limitation, the Data Protection Directive (95/46/EC), the Directive on Privacy and Electronic Communications (2002/58/EC), the Electronic Commerce Directive (00/31/EC) and the Distance Selling Directive (97/7/EC), and any national implementations thereof, in any country where any message is originated, delivered or in respect of which any of service provided by the Product are performed.

24. The Customer agrees to comply with reasonable instructions as Podsystem Ltd may from time to time notify to the Customer in regards to using the Product. However, even without such instructions, the Customer will not breach any laws, standards or codes, including but not limited to SIM Boxing, or infringe a third party's rights, or breach any content requirements or codes stipulated by any relevant authority. Furthermore, the Customer shall refrain, and prevent others, from using the Product for any purpose other than that intended by the relevant telecommunications operator, in any way whatsoever, including ''annoyance'', "spamming'' or any other form of harassment, creating, or having third parties create, connections with buy lines (090x numbers) on a large scale or committing criminal offences or use the Product in a way which interferes with other users or harasses or restricts any other user from using or enjoying the Hosting MNO Network or the internet. Customer shall be liable for any damage and costs arising as a result of unlawful use of the Product, regardless as to whether the Customer was aware of such use or not.

25. The Hosting MNO, as a supplier of Podsystem, has an independent right to claim for damages suffered as a result of the Customer's failure to comply with clause 24. Therefore the Hosting MNO is allowed to directly claim for damages from the Customer.

26. Any SIM card we supply to you remains the property of Podsystem but it is your responsibility to keep it safe. We reserve the right to recall any SIM card from you at any time to enhance or maintain the quality of the Services.

Force Majeure

27. Either party's performance of any part of these Terms & Conditions, other than payment obligations, shall be excused to the extent that it is hindered, delayed or otherwise made impractical by:

- the acts or omissions of the other party or any Network Operator;

- flood, fire, earthquake, strike or riot;

- or any other cause (whether similar or dissimilar to those listed) beyond the reasonable control of that party (collectively referred to as "Force Majeure" below).

If a default due to an Event of Force Majeure shall continue for more than three months then either party may terminate its contract with the other without any liability to the other.

Service Suspension & Termination

28. Podsystem Ltd may at any time immediately suspend all or part of the Product it provides until further notice without incurring any liability:

- if it is obliged to comply with an order, instruction or request of Government, or emergency services organisation, or other competent administrative authority; or

- it needs to carry out work related to exceptional upgrading or maintenance of its facilities where those facilities must cease operation; or

- in order to prevent damage or degradation of Podsystem Ltd's contracting party's network integrity which may be caused by whichever reason; or

- for behaviour that in Podsystem Ltd's reasonable discretion may be deemed to be illegal; or

- in order to protect Podsystem Ltd, at its sole discretion, from legal liability which relates to a breach of obligation and/or warranties by Customer; or

- if any sims have undertaken a level of usage either in the amount and number of transmissions or costs, that exceeds the expected level of use; or

- in case of notifications or signs of fraud or abuse of service; or

- the services of one or more of the Network Operators upon which the provision of the Product hereunder is dependent suspends its provision of those services to Podsystem Ltd under the terms of its or their relevant agreement(s) with Podsystem Ltd; or

- if payments have not been made in accordance with these Terms & Conditions.

29. Agreement of these Terms & Conditions may be terminated prior to expiration of the Term by notice in writing as follows:

- by either party in the event the other has failed to perform any material obligation required to be performed under these Terms & Conditions and such failure is not corrected with thirty (30) days from receipt of written notice advising of such failure from the other party.

- by the Customer after a period of 30 days in the event of a significant change in price as described in clause 15.

- by Podsystem Ltd by immediate notice in the event that one or more of the Network Operators upon which the provision of Services hereunder is dependent terminates its provision of those services to Podsystem Ltd under the terms of its or their relevant agreement(s) with Podsystem Ltd.

- by Podsystem Ltd by immediate notice in the event that the Customer is in material breach of its obligations under Clause 22, 23 or 24 above.

- by either party in the event that the other party (being a company) enters into liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), enters into a voluntary arrangement with its creditors, has a receiver, administrative receiver or administrator of all or any of its undertakings or assets appointed, or is deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts or (if an individual) presents or has presented against him a bankruptcy petition or (if a non UK national or corporation) shall suffer anything analogous to these matters to occur to him or it.

Disclosure

30. The Customer agrees to:

- the disclosure to any telecommunications company, debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider of any information relating to the Customer's performance in meeting its obligations under these Terms & Conditions

- any disclosure as may be permitted by Podsystem Ltd's Data Protection Act Registration and Data Protection Act 1998.

- any disclosure required as a result of an order of any court of competent jurisdiction or by statutory authority.

Waiver & Severability

31. No waiver by either party of any breach of these Terms & Conditions by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision.

32. If any provision of these Terms & Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms & Conditions and the remainder of the provision in questions shall not be affected thereby.

Governing Law & Term

33. This Agreement shall continue in force until the earlier of

- the termination of this agreement as set out in clause 28 or

- until the sim card has been terminated with 30 days notice after the contract period has completed and all outstanding charges have been paid or

- prior to the completion of the contract period if the minimum contract period and all charges have been paid in full.

34. These Terms & Conditions shall be governed by and construed and interpreted in accordance with the laws of England and Wales.