Amber Telecom Limited Terms and Conditions rev1.0 18\09\06

1. Definitions

1.1. In these conditions (unless the context otherwise requires):

(a) “Billing Period” means any period which we may bill you in respect of fromtime to time;

(b) "the Contract" means the contract between you and us for the provision of the
Services subject to these terms and conditions;

(c) "the Services" means the ability for you to make telephone calls via our telecommunications network in accordance with the terms of the Contract;

(d) "Commencement Date" means the date upon which your calls are carried by our telecommunications network, as communicated to you by us;

(e) "we" "us" and "our" means @mber (the trading name of IPX Telecom Limited,registered in England under Company Number 5541757 of Hallmark House,Downham Road, Ramsden Heath, Essex CM11 1PU);

(f) "Personal Data" has the meaning ascribed to it in The Data Protection Act 1998, as amended from time to time;

(g) “Call Plan” means the monthly tariff (which may or may not be chargeable) which you select and which you may change at any time, such change to takeeffect at the start of your next Billing Period;

(h) "Working Hours" means the hours 9:00am to 5:00pm Monday to Friday but not including public bank holidays;

(i) "you" and "your" means the person named in the application process and/or, where the context requires, it includes a person we reasonably believe is acting on that person’s authority;

(j) “ @mber xtra” means an @mber service that offers both CPS and, when it becomes available, WLR; and

(k) “ @mber xtra Customer” means a customer of @mber who is notified of the @mber xtra service either before or when they agree to become an @mber xtra Customer or who have asked us to become a @mber xtra Customer.

1.2. Words in the singular shall include the plural and vice versa and references to legal persons shall include natural persons and vice versa.

1.3. The headings in these conditions are intended for reference only and shall not affect their construction.

2. The Services

2.1. We will provide you with the Services in accordance with the Contract.

2.2. The Services do not include the provision of any telephone or other equipment, unless specifically purchased from Amber. The Services do not include the provision of any line rental or maintenance service unless one of the following applies:

2.2.1. We have taken over responsibility for your telephone connection in
accordance with Clause 2.7;or

2.2.2. You otherwise have chosen to purchase your line rental from us in which case Clause 2.7 shall no longer form part of these terms and conditions.

2.3. We shall provide the Services with the reasonable care and skill of a competent telecommunications service provider.

2.4. All times, dates and periods given for performance of the Services are given in good faith but without any responsibility or liability to you or any third party in the event of a failure to perform on our part.

2.5. The Service will not include the ability to make calls to the following countries: Nigeria, Columbia, Russian Federation, Bangladesh, India, Pakistan, Sao Tome, or Kuwait; unless we permit such access (at our own discretion) after a request made by you to our customer services team during Working Hours by dialling 020 7096 9209. We may withdraw your ability to make calls to such
countries at any time at our discretion and without notice to you.The restrictions of Article 2.5 will not apply in the case of prepaid clients of the @mber service.

2.6. If you have given us your permission, we will register your telephone number on the Telephone Preference Service ("TPS") registry. The TPS is a do-not-call service, which is designed to assist customers in reducing the number of national commercial calls received at home.

2.7. @mber has the option to provides you with the ability to make calls via our telecommunications network and to take over responsibility for your Telephone lines.If your telephone connection is provided by BT or certain other Telecommunications Operators, said operators may permit us to take over responsibility for your telephone connection i.e. your line rental, including the billing of your line rental charge, and you are an @mber xtra Customer, we will do so subject to the following procedure:

2.7.1. We will provide you with at least one month’s written notice before the proposed takeover date. This notice will give you the opportunity to object to such a takeover within 14 days of receipt of our notice.

2.7.2. On expiry of the notice in Clause 2.7.1. above, we will send you a statutory transfer letter which will give you another opportunity to object by contacting us within 10 days of receipt of that letter.

2.7.3. On expiry of the period referred to in Clause 2.7.2. above, the responsibility for your telephone connection will be transferred to @mber and you will receive a letter from @mber confirming that this has happened.

2.8.Such a takeover will involve terminating your existing agreement with your current network access operator. In the event that a takeover as set out in Clause 2.7 occurs, new terms and conditions will apply and will be provided to you as provided with our notice under Clause 2.7.1. They will also be available by contacting us on 0845 0349 049 or on our website at www.ambertelecom.net. The new terms and conditions will not be to your material detriment.

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4. Specific Provisions Relating to the @mber xtra Service

4.1 If you enter a Contract for the @mber xtra Service, it will not include,telephone or other equipment or any line rental or a maintenance service on your telephone line or the provision of internet access unless one of the following applies:

4.1.1 we have taken over responsibility for your telephone connection in accordance with clause 4.4;or

4.1.2 you otherwise have chosen to purchase your line rental from us in which case clause 4.4 shall not apply to you.

Therefore, unless and until you enter a Contract with us to receive the LR Service in one of the above ways, you will need to continue paying your line provider for the rental and maintenance of your line as well as for any calls carried over to the relevant Network and unless you have entered into a separate contract with us to receive our Broadband service, you will need to continue paying your existing internet service provider for the provisions of internet access (Broadband or internet dial-up). We are not liable to you for any of these payments.

4.2 Your @mber xtra Service may not include the ability to make calls to the following countries: Nigeria, Colombia, Russian Federation, Bangladesh, India, Pakistan, Sao Tome, or Kuwait; unless we permit such access (at our own discretion). We may withdraw your ability to make calls to such countries at any time at our discretion and without notice to you.

4.3 You acknowledge that if you do not have a Contract with us for the LR Service, your telephone line and connection are provided by BT or similar network access operator and therefore, if there is a fault with either the line or the connection, we advise you to contact them as they should repair and maintain the line and connection in accordance with the terms and conditions of your agreement with them. In these circumstances, you will remain responsible for all charges made by BT relating to your telephone line and connection, together with any repair and maintenance charges (unless caused by our negligence).

4.4 In the event that future changes to the way in which we purchase telecommunications services from BT and other network access operators permit us to take over responsibility for your telephone connection i.e. your line rental, including the billing of your line rental charge (i.e. the LR Service), we will do so subject to the procedure as detailed in the subsections of article 2.7:

4.4.1 we will provide you with at least one month’s written notice before the proposed takeover date. This notice will give you the opportunity to object to such a takeover within 14 days of receipt of our notice;

4.4.2 on expiry of the notice in clause 4.4.1. above, we will send you a statutory transfer letter which will give you another opportunity to object by contacting us within 10 days of receipt of that letter; and

4.4.3 on expiry of the period referred to in clause 4.4.2. above, the responsibility for your telephone connection will be transferred to @mber and you will receive a letter from us confirming that this has happened. Such a takeover will involveterminating your existing agreement with your current network access operator.

4.5 In the event that a takeover as set out in clause 4.4 occurs, you will also be subject to the provisions governing the LR Service as set out in these Conditions.

4.11 If you request International Access we will use reasonable efforts to make it possible if available to you, but owing to the nature of telecommunications Networks (and in particular various international Networks), it is impossible to provide a fault free service. As a result, we will not be responsible or liable to you in any way in circumstances where we are not able to provide the International
Access service to you or where you are unable to obtain a clear connection to the international number you wish to call.

4.12 While the quality of International Access calls that you may make will be similar to that of other leading service providers in the UK, if from time to time the service is unavailable or you experience any difficulty in obtaining a reasonably clear connection, you may (except for Nigeria, Bangladesh, India, Pakistan where our prior permission, to be granted at our sole discretion, is required) dial
direct to the international number you wish to call without using the Access Code. Please note that different call rates will apply to such direct dialled calls and you may incur a higher call charge.

4.13 Your Customer account may have been programmed so that you are unable to make calls using International Access. If you want to make such calls, then you should telephone Customer Services. We may agree to make the International Access facility available to you after making credit checks (as permitted by clause 10.3) and we may pursuant to clause 8.8, ask you at any
time to pay a reasonable deposit as security against any call charges you incur.

We will be able to use this deposit to pay off any charges you owe us unless you have informed us of reasonable grounds for disputing such charges, in which case we shall provide reasonable justification prior to making any such
deductions.

4.14 We may also set a credit limit (as permitted under clause 8.7) on the amount of Charges you may incur using International Access. As our billing system is not updated instantly when you make such call, you may exceed your credit limit, but if this happens, you will still be liable for all call charges you incur.

4.15 Since the Charges for International Access have already been discounted and provide you with a  competitive low call rate, any other discounts or promotional offers on calls that we may offer from time to time, do not apply in relation to International Access.

5. Use of your information

5.1. We may hold information that you provide to us (such as on an application or registration form) or that we may obtain from another source (such as our suppliers, marketing organizations or credit reference agencies). This information (“Your Information”) may include your name, address, date of birth, gender,telephone numbers, email address, bank and credit/debit card information,occupation and employment data, lifestyle information and details of how you use the Services which may include the numbers you call, the type, date, time,location, duration, cost of calls, messages or other communications, the addresses you send messages to, together with general information about the way you pay and manage your account.

5.2. Your information may be held and used by us for a number of purposes and we may use third parties to support us with purposes which include, without limitation:

5.2.1. processing your orders or applications; administering your account and billing; settling accounts with those who provide related services to us; disclosing your data to banks and debit and credit card companies to validate your debit or credit card details; dealing with requests, enquiries or complaints and other customer care related activities; debt recovery (also using recovery agents and
agents facilitating to contact you) and legal actions and all other general administrative and business purposes.

5.2.2. carrying out any activity or disclosure in connection with a legal, governmental or regulatory requirement on us or in connection with national

IPX Telecom Limited Terms and Conditions for @mber services rev1.0 18\09\06

security, legal proceedings and for the prevention and detection of crime or fraud
and the prosecution of offenders or suspected offenders;

5.2.3. carrying out activities connected with the running of our business such as personnel training, quality control, network monitoring, testing and maintenance of computer and other systems and in connection with the transfer of any part of our business in respect of which you are a customer or a potential customer.

5.3. Credit Checking and account collections

5.3.1. We may use a combination of credit scoring and/or automated decision making systems when assessing your application.

5.3.2. If you proceed with an application we may subsequently disclose details to credit reference agencies of your agreement, the payments you make under it, account balances and information about any default, dispute, queries and debts. We may also disclose details of any reported change of address or changes of which we become aware. We may also check and share your details with fraud
prevention agencies who will record details of any false or inaccurate information provided by you or where we suspect fraud.

5.3.3. The information may also be used by us, credit reference agencies and other organizations to:

5.3.3.1. help make decisions about other credit applications by you or other members of your household with whom you are linked financially; and

5.3.3.2. trace debtors, recover debts, prevent money laundering and to prevent
and detect fraud.

5.3.4. Information held about you by the Credit Reference Agencies may be linked to records relating to your partner. Under certain circumstances, you may be entitled to request that you and your partner are financially independent and your application may then be assessed without reference to any “associated”  records, although you recognise that this may adversely affect the outcome of
your application. You believe that there is no information relating to your partner that is likely to affect our willingness to offer financial services to you. You authorise us to check the validity of this declaration with credit reference agencies and if we discover any associated records, which would affect the accuracy of this declaration we may decide not to proceed with the application on
this basis.

5.3.5. Records held by Fraud Prevention agencies may also be shared with other organisations to help them make decisions on motor, household, credit, life and other insurance proposals and insurance claims, for you and members of your household.

5.3.6. If you do not become our customer or if your application is declined we will continue to hold information about you for the purposes of dealing with customer enquiries, complying with any legal obligation and for crime and fraud prevention
and detection.

5.3.7. You can ask us at any time for details of the credit reference and fraud prevention agencies to whom your information is disclosed and obtained from however we will not be able to provide you with any information relating to reasons for your failure to pass the credit scoring or automated decision making systems operated by these agencies or other information held by such agencies.

If requested we may be able to give you details of the sorts of information we
take into account when assessing an application.

5.4. We may share Your Information with:

5.4.1. in the event that we undergo re-organisation or are sold to a third party, you agree that any personal information we hold about you may be transferred to that re-organised.

6. Allocation and use of Telephone Numbers

6.1. Where we provide you with a telephone number (including a code) for the purpose of providing the Services you acknowledge that the code and number are not your property and that we are entitled to alter the telephone number (and/or the code) in our sole discretion. We shall only change that number where
reasonably necessary after providing you with reasonable notice of such change.

6.2. You acknowledge that you have no right to sell (or to agree to transfer) or dispose of in any way, the number provided to you by us.

7. Telephone line and connection

7.1. You acknowledge that the telephone line and connection are provided by British Telecommunications plc ("BT"). If there is a fault with either the line or the connection we advise you to contact BT and BT should repair and maintain the line and connection in accordance with the terms and conditions of your agreement with it. You will remain responsible for all charges made by BT
relating to your telephone line and connection (together with any repair and maintenance charges (unless caused by our negligence)).

7.2. We will endeavour to connect you to the Service by the date we have agreed with you, but we do not guarantee to do so. If you place an order for an additional service or otherwise instruct us to change the Service (i.e. to bar calls) we will use reasonable endeavours to complete your order as soon as possible but our ability to do so may be affected by circumstances outside our control and there may be a delay in your order being completed. We will not be liable to you for any costs, expenses or claims arising directly or indirectly out of such delay.

IPX Telecom Limited Terms and Conditions for @mber services rev1.0 18\09\06

7.3. You give us your authority to act as your agent in choosing carrier preselection on your behalf and to notify BT of any change of carrier from time to time on your behalf.

8. Suspension of Services by us

8.1. We may suspend immediately the provision of the Services to you until further notice without compensation (such notice to be either oral or written) in the event that:

8.1.1. we are reasonably aware or suspect that you are in breach of Clause 4;

8.1.2. we are reasonably aware or suspect that you are in breach of Clauses 10.8 or 10.9 and have not remedied the breach within 7 days of being given notice that you are in breach and being reminded to pay your bill from us;

8.1.3. you exceed the Credit Limit set out in clause 10.3; or we are obliged to comply with an order, instruction or request of the UK Government, and emergency services organisation or other competent authority.

8.2. If we suspend the Services under Clause 8.1.1 or 8.1.2 or 8.2.3 only, you shall reimburse us our costs and expenses reasonably incurred by our suspension of the Services and/or the recommencement of the provision of the Services to you.

8.3. If we exercise the right to suspend the Services this shall not affect our right to terminate the contract under Clause12.

9. Liability

9.1. Nothing in these terms shall exclude or limit our liability for death or personal injury caused by our negligence or that of our agents, or for any liability arising under Part I of the Consumer Protection Act 1987.

9.2. Nothing in this Contract shall impose any liability on us in respect of nonperformance or Services that are not performed in accordance with the Contractwhere such non-performance is directly due to your acts, omissions, negligence or default.

9.3. We shall not be liable for any loss that is not reasonably foreseeable nor any loss calculated by reference to profits, income, or business or loss of such profits, income, or business or for any loss of data or goodwill.

IPX Telecom Limited Terms and Conditions for @mber services rev1.0 18\09\06

10. Charges and Payment

10.1. The charges for the Services shall be in accordance with our current price list from time to time (to obtain a copy please contact us on 020 3135 and shall be effective from the Commencement Date.

10.2. We shall be entitled to amend our price list from time to time and we will notify you of such changes by posting an amended price list on our website at www.ambertelecom.net. If the rates are decreased such decrease will be reflected in your next bill. Should we increase the charges we shall provide you with one month’s notice of such increase and the increase will take effect from the end of that period. In this instance you may be entitled to terminate this contract at any time on providing us with not less than 10 days’ notice, such notice to expire before the price increase takes effect.

10.3. Your account is limited in any one month to an amount which will be set at the time of your application (“Credit Limit”). We may lower your Credit Limit at any time. We may suspend your service if your Credit Limit is exceeded. On request we may agree to raise your Credit Limit.

10.4. If you exceed your Credit Limit, your outgoing calls may cease.

10.5. As our billing system is not instantly updated each time you make a call, it is possible to exceed your Credit Limit. You will be liable for all charges incurred,including any charges in excess of your Credit Limit, and will be asked to pay any charges in excess of your Credit Limit before Services are reinstated.

10.6. Charges will be calculated using details logged and recorded by us.

10.7. Calls shall be charged in one second increments (with any part seconds rounded up to the nearest second) individual call charges will then be rounded up to the nearest half penny and your total call charges rounded up to the nearest penny. There is a minimum call charge of 2 pence. All charges are exclusive of VAT.

10.8. We shall prepare and send to you a bill every month detailing charges for the previous month. The bill shall be payable within 14 days of receipt.

10.9. All bills shall be paid by way of BACS. If a payment is defaulted we shall be entitled to pass on to you any fees which we incur which may include third party

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charges and in addition we may lower your Credit Limit in accordance with Clause 10.3, suspend or terminate your Service. We shall also be entitled to charge you a monthly administration fee (the amount of which is available on request) for each month in which your settlement is in default

10.10. Where tariffs include inclusive minutes, which apply to all call types up to a monthly limit, unused inclusive call minutes cannot be carried forward from one month to the next.

10.11. Monthly charges incurred for periods of less than one month will be calculated on a pro rata basis.

10.12. We may charge you interest both before and after judgment at a rate equal to 2% above base rate from time to time of HSBC Bank plc on the late payment of our bill. Interest is charged on a per annum basis, calculated daily.

10.13. We reserve the right, at our absolute discretion, to change the tariff you are on at any time for reasons including, but not limited to, a breach by you of Clauses 4.1 and/or 4.2; where you are using the Services for purposes that we consider, in our reasonable opinion, are not in keeping with those reasonably expected of a residential customer;or where the Services are being used for
business purposes.

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12. Termination

12.1. In addition to the rights of termination provided by Clause 10.2 and Clause

12.3 you may terminate the Contract at any time on providing us with not less than 10 Working Days notice.

12.2. In addition to the rights of termination provided by Clause 12.3, we may terminate the Contract at any time on providing you with 30 days written notice.

12.3. Notwithstanding any provision of the Contract, either you or we (without prejudice to our other rights) may terminate the Contract by giving notice inwriting to the other, in the event that:

12.3.1. the other is in material breach of any provision of this Contract and (where such breach is remediable) fails to remedy that breach within 14 days of written notice from the innocent party specifying the nature of the breach; or

12.3.2. the other is subject to bankruptcy or insolvency proceedings or makes

IPX Telecom Limited Terms and Conditions for @mber services rev1.0 18\09\06

any arrangements or composition with or assignment for the benefit of its creditors, or if it goes into either voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation or a receiver or administrator is appointed over its assets.

12.4.If the Contract is terminated you shall immediately pay us all outstanding
charges for your use of the Services up to the date of the termination.

13. Matters beyond reasonable control

13.1. Neither you nor we shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities,
other public telecommunications operators or other competent authority, war, act of terrorism, civil disorder or military operations.

14. Transfer

14.1. You may not transfer the whole or any part of the Contract without our prior
written consent.

14.2. We reserve the right to assign, subtract, transfer or otherwise deal with the whole or any part of the Contract at any time.

15. Disputes

15.1. If you have a complaint or query regarding any aspect of the Services including your bill, please contact our Customer Services team during Working Hours by dialling 0845 0349 049 or by writing to us at IPX Telecom Ltd, Hallmark House, Downham Road, Ramsden Heath, Essex CM11 1PU. Please include
your phone number in any correspondence.

15.2. If you are not satisfied with the Services you may also refer any complaint to the Telecommunications Ombudsman, whose details may be found atwww.otelo.org.uk, or to OFCOM, the communications regulator at www.ofcom.org.uk or call OFCOM on 0845 456 3000.

16. General

16.1. We may change these terms and conditions at any time for legal, regulatory

IPX Telecom Limited Terms and Conditions for @mber services rev1.0 18\09\06

or commercial reasons. We will notify you of all such changes in writing and/or by publishing them on our website ( www.ambertelecom.net). To the extent that such changes are to your material detriment or relate to an increase in the charges, we will give you at least one month’s notice of such changes by writing to you and/or publishing them on our website ( www.ambertelecom.net). If you
object to such changes you may terminate this agreement at any time without penalty by giving us not less than 10 days’ notice.

16.2. The Contract sets out the whole agreement between you and us for the provision of the Services and supersedes all prior arrangements, understandings and agreements between you and us.

16.3. If any particular clause of the Contract shall be or be held to be invalid or shall not apply to the Contract the other clauses shall continue in full force and effect.

16.4. Save as otherwise provided in this Contract, any bill, notice or other document which may be given by either you or us under this Contract shall be in writing and shall be deemed to have been given if left at or sent by post to you at the address stated in your application or any other UK address you supply to us for this purpose, or to us at the address given on your last monthly bill. Such
document shall be deemed to have been delivered immediately (if delivered by hand) or 48 hours after posting (if sent by first class post). References in this agreement to “in writing” also include by SMS (where applicable), which must be sent to your mobile phone number and by email, which must be sent to us, at the address we notify to you by email, or to you, at the address stated in your application or any other email address that you supply to us for the purpose and notices given by SMS or e-mail shall be deemed to have been delivered the day after the day the notice is sent.

16.5. Monitoring or recording of your calls may take place for our business purposes, such as quality control and training, to prevent unauthorized use of our telecommunications systems and to ensure effective systems operation and in order to prevent or detect crime.

16.6. We make every effort to ensure the security of your communications. You are however advised that for reasons beyond our control, there is a risk that your communications may be unlawfully intercepted or accessed by those other than the intended recipient. For example, your communications may pass over third party networks over which we have no control.

16.7. Failure by either you or us to exercise or enforce any right conferred by statute or the Contract shall not be deemed as a waiver of any such rights nor prevent the exercise or enforcement of such rights at a later date.

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16.8. Except in the case of any permitted assignment of this Contract under clause 14.2, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any clause of this Contract.

16.9. The Contract shall in all respects be governed by and construed in accordance with English law and both you and us agree to submit to the nonexclusive jurisdiction of the English courts.