SERVICE DESCRIPTION INBOUND

SERVICE DESCRIPTION INBOUND Copyright Alternative Networks plc and its group companies 2015. Registered in England and Wales (number 02888250) at 5 th Floor, 240 Blackfriars Road, London SE1 8NW.

CONTENTS 1. Service Overview... 4 2. Scope of Service... 4 3. Call Termination... 4 4. Web Portal... 5 5. Number Provision and Porting... 5 5.1 Number Provision... 5 5.2 Number Porting... 5 6. IN Service... 5 6.1 Simple Translation... 5 6.2 Call Distribution... 6 6.3 Time / Date Divert... 6 6.4 Area Plan... 6 7. IVR Products & Services... 6 7.1 Data Capture... 6 7.2 FTP Data Capture... 6 7.3 Call Queuing... 7 7.4 Auto Attendant... 7 8. Standard Services... 7 9. Advanced Call Feature Plan Services... 8 10. Other Services... 8 11. Disaster Recovery... 8 12. Maintenance of Service and Fault Handling... 8 13. Client Support Services... 9 14. Directory Enquiry registration... 9 15. Ordering... 9 16. Billing and Invoicing... 10 16.1 Call Data Records... 10 16.2 Fixed Fee Billing... 10 16.3 Invoicing... 11 17. Service Pre-requisites and Responsibilities... 11 17.1 Regulatory Responsibilities... 11 17.2 Legal Responsibilities... 11 17.3 Customer Responsibilities... 11 17.4 Service Availability Limitations... 12 ANNEX... 13 1. Definitions and interpretation... 13 2 MSA, duration and transfer of NGN s... 14 3. Use of Services - IMPORTANT... 15 4. Revenue Share... 16 All products and services are provided by Alternative Networks plc (registered number 02888250) or one

5. Charges, payments and Liability - IMPORTANT... 17 6. Credits... 18 7. Suspension of Services... 19 8. Suspension and Termination - IMPORTANT... 19 9. Monthly Minimum Minutes - IMPORTANT... 19 10. Consequences of Early Termination - IMPORTANT... 20 11. Premium Rate Regulator - IMPORTANT... 20 12. Portal... 21 13. Complaints... 21 All products and services are provided by Alternative Networks plc (registered number 02888250) or one 3

SERVICE DESCRIPTION V5.15 Unless otherwise stated: capitalised terms used in this Service Description have the meanings stated in the terms and conditions in the annex to this document (the Terms ) or the MSA Terms (as defined in the Terms); and this Service Description is subject to the Terms and the MSA Terms. This Service Description is a generic document which describes in detail the range of inbound voice Services that may be offered by Alternative. The Services to be provided under a Services Agreement will be specified in the Order Form and, for the avoidance of doubt, Alternative will have no obligation to provide Services set out in this Service Description if they are not specified in the Order Form. 1. SERVICE OVERVIEW Using a number of network partners, the Alternative inbound voice Service provides Customers with a Non-Geographic Number (NGN) or Geographic Number (GN) and a range of call routing features, along with secure web portal access allowing users to manage their call routing intelligently and in real time. 2. SCOPE OF SERVICE The Service scope can encompass a broad range of numbering options, number porting, and the setting up of agreed call plans, and the provision of a web portal to manage call plans, and provide assistance and support in creating advanced feature call plans. The Service may include: Web portal Number provision and porting Intelligent network (IN) Services Interactive voice response (IVR) Services Advanced feature call plan Service 3. CALL TERMINATION Calls to NGNs are usually terminated on UK geographic numbers. However, we can accommodate the termination of NGN calls to international or mobile operator numbers. With geographic numbers we only permit translation to a geographic number. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 4

4. WEB PORTAL The Portal is a web-based portal used to manage NGNs, geographic numbers and Services on Alternative s inbound voice Service. The Portal helps Customers to self-manage and monitor their portfolio of inbound Services to assist with control of provisioning tools and the suite of reporting. The Portal is accessible online by a password-controlled connection and is quick and easy to use and is intended to provide peace of mind 24 hours a day, every day. 5. NUMBER PROVISION AND PORTING Alternative provide a range of numbering options as well as porting options, normally allowing Customers to retain existing numbers for use with the Service. 5.1 NUMBER PROVISION Alternative can normally provide the following numbering options: Local presence (01/02) Freephone (0800/0808) Premium rate numbers (0845/0844/0870/0871/03xx/09xx) We can also provide memorable numbers (subject to availability) and numbers which fall outside our standard ordering service level agreements (SLA s). These memorable numbers are chargeable and prices are available upon request. All inbound numbers must be reserved to the Customer account before proceeding to order. 5.2 NUMBER PORTING Alternative offers number porting for both geographic and NGNs normally allowing Customers wishing to retain their numbers to port the number(s) onto the Service. Therefore number porting is subject to availability and number dependent. Please note that it is the number and not the service that ports, therefore any existing advanced call plan routing will need to be re-built using the Alternative inbound Service once the number is confirmed as live on the Alternative supplier network. 6. IN SERVICE 6.1 SIMPLE TRANSLATION The dialled number connects to a single number. This feature enables up to 10 diverts to be placed on a single inbound telephone number and is particularly useful in eliminating call queues as the telephone call can be automatically directed to the next number in the sequence until it is answered. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 5

6.2 CALL DISTRIBUTION The dialled number connects to multiple numbers on a percentage scale (e.g. London = 50%, Manchester = 25%, Cardiff = 25%). 6.3 TIME / DATE DIVERT The time and date of the call dictates which geographic number is dialled (weekends, out of hours, UK bank holidays). 6.4 AREA PLAN The dialled number is routed to connect to the nearest geographic number based on the area plan. The area plan options are as follows: Countries plan - made up of the 4 countries in the UK (England, Ireland, Scotland & Wales). There is also a default area which contains voice over internet protocol (VOIP) and mobile codes. Regions plan - made up of 10 key regions from the UK (Northern Ireland, Scotland, North West, North East, Midlands, Northern Home Counties, Wales, Western Home Counties, Southern Home Counties and England). There is also a default area which contains VOIP and mobile codes. Counties and Cities plan - made up of 97 key areas from around the UK. VOIP & mobiles also have their own areas. National area plan - made up of 676 areas in total and individual areas now include international, VOIP and mobiles. All of the area plans can usually have up to 10 diverts, i.e. where the original terminating number is busy or unanswered the call will be diverted to secondary destination. 7. IVR PRODUCTS & SERVICES 7.1 DATA CAPTURE Data capture is used for applications such as brochure request lines and competition lines. Data capture can also be useful for situations where an office is out of hours and any callers details need to be captured. This product includes an optional welcome message followed by data capture. This Service consists of a start module and a capture data module. 7.2 FTP DATA CAPTURE File transfer protocol (FTP) data capture is a chargeable Service and adds to the existing methods of message retrieval enabling the user to download messages via an FTP server. Once a caller rings and leaves messages the files will be stored in a back end system and an application will concatenate and send the files onto the Customer s FTP side. Files will be compressed and stored in the.wma format. Normally files will be available at the beginning of each day with the application running at approximately 3 a.m. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 6

FTP will be enabled on a per module basis and any recordings made before enabling FTP will only be available over the phone. If the Customer already uses the existing method of message retrieval by phone, they will still have the option to retrieve messages by the phone if the need arises to retrieve the messages during the day, before they are actually stored on the FTP site. However, once the audio files are moved to the FTP site, the Customer will not be able to listen to them on the phone. Only unread messages will be downloaded to the FTP site. Files will be stored on the FTP site for up to one month. Files older than that will be deleted. Callers can leave responses to a series of questions (max 20) set by the Customer. The questions can be of any type of recording i.e. name, surname, address etc. or request for a number i.e. telephone number, pin etc. After the caller has answered a question the Service will automatically proceed to the next question. If the caller has not left an answer to a particular question, usually defined as a period of silence for three seconds, then the question can be asked again (with a configurable number of attempts). If no response is given then the Service moves on to the next question. All answers will be concatenated in a single file. At Service set up, Customers can specify the order in which they want the messages to be played i.e. name, address and telephone number can be retrieved as telephone number, name, address if required. 7.3 CALL QUEUING The call queuing Service provides a cost effective, Customer-controllable solution for call centres and telemarketing organisations that may experience inbound peaks" of call traffic. This Service includes an optional welcome message followed by an optional hours check. If in hours the caller is routed to a call module. If out of hours the caller is optionally routed to a capture data module. If queue busy or full the caller is optionally routed to a capture data module. This Service consists of a start module, an hours module, a call module and a data capture module. 7.4 AUTO ATTENDANT Auto attendant is an automated call answering, queuing and messaging Service that quickly improves the flow of communication across the Customer s business, directing Customers to the department or person of their choice. This Service includes a welcome message followed by an optional hours check and a single level menu. This Service consists of a start module, a menu module and multiple hours/call/capture data modules. 8. STANDARD SERVICES These Services are quoted with a standard price and standard SLA, the exception being where there is a bulk requirement of more than 30 numbers, where an additional set-up charge will apply. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 7

Simple translation Call distribution Time / day divert Area plan Data capture Call queuing Auto attendant 9. ADVANCED CALL FEATURE PLAN SERVICES These Services require engineering resource to provision or configure and as such are subject to bespoke pricing and charging dependant on the nature of the application and the scale of engineering effort required. 10. OTHER SERVICES Within the portfolio we have some additional Services, including: Replay a bulk network call recording service Reroute allows end user modification of termination numbers via a telephone interface using a 4 digit security PIN Calling number data enabling calling number data on a number will help ensure the Portal s reporting services generate calling number data so that the end user can run reports which will display the telephone number of the caller. 11. DISASTER RECOVERY We can pre-build designated disaster recovery call plans for your inbound number(s) with the ability to invoke/restore last active call plan quickly through the Portal, telephone key pad or by contacting our Client Support Team who will usually invoke your pre-built call plan within 1 hour (on working days). 12. MAINTENANCE OF SERVICE AND FAULT HANDLING Alternative s inbound voice Service is a Service which we do not monitor. A fault affecting an inbound voice Service would need to be reported to Alternative by a member of staff within the Customer. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 8

Once a fault has been reported to us and we are confident that a fault exists, we will report the fault to the relevant network partner and manage the fault to target the expected time to repair agreed for the Service and provide regular updates approximately every 4 hours of cover (or as agreed with you). Our Service cover is as follows: Inbound Service Level Agreement (SLA) Web Portal Minor Fault Major Fault Hours of cover 8.00-18:00 8:00-18:00 24hr Days of cover Mon-Fri Mon-Sat 7 day 24*7 call logging with Helpdesk Response Time Up to 8 Hrs Up to 4 Hrs Up to 2 Hrs Alternative Networks Repair SLA 5 Working Days 5 Working Days 24 Hrs 13. CLIENT SUPPORT SERVICES Our dedicated Client Support Team is available during office hours, which are 8.30am - 6pm Monday to Thursday and 8.30am - 5pm Friday (excluding bank holidays) for help with: Orders for new numbers Changes to routing plans Invoke disaster recovery plans (usually complete within 1 hour) Account administration Billing queries Outside of these hours we have a 24/7 contact service for incident / fault reporting or customers can use the Alternative Portal. Note: E-mails are not monitored outside of office hours. 14. DIRECTORY ENQUIRY REGISTRATION Alternative inbound numbers can normally be registered with the BT Directory Enquiries service. 15. ORDERING For security reasons only pre-authorised personnel may place orders. Your Client Support Executive will ask for email authorisation before placing new orders. These estimated lead times apply from when our Service Delivery team accepts the order. All relevant authorisation and agreements must be confirmed and validated before being passed to Service Delivery. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 9

NGN Lead Times Orders Reservations <500 numbers Reservations >500 Activating reserved numbers <150 Activating reserved numbers >150 NGN transfer Target changes IN Plan changes Activating International Freephone Numbers Set up simple DR plan Set up telephone activated DR plan Set up online DR plan Web based management and reporting tools Support Activation of simple DR plan <10 Activation of telephone activated DR plan Activation of online DR plan Fault NGN fault 4 days 7 days 4 days 7 days 21 days 2 5 days 5 10 days 22 days 14 days 22 days 14 days 14 days 1 hour Client controlled Client controlled days Note: Bespoke IN plan lead times are quoted individually. 16. BILLING AND INVOICING 16.1 CALL DATA RECORDS Call data records will be produced for all calls made over the inbound Service. The files will be posted on the Portal in line with the service levels associated with Alternative voice services. A full billing specification is available upon request. 16.2 FIXED FEE BILLING Fixed fees chargeable for the period will be produced on a monthly basis and detailed in the monthly billing, including inbound number subscriptions (monthly rentals), variable charges (such as storage), and one-off charges (such as connection charges). All products and services are provided by Alternative Networks plc (registered number 02888250) or one 10

16.3 INVOICING All chargeable events will be added to the Customer s monthly invoice. All rentals will be charged in advance. 17. SERVICE PRE-REQUISITES AND RESPONSIBILITIES There are a number of pre-requisites and responsibilities associated with the delivery of this Service as outlined below. 17.1 REGULATORY RESPONSIBILITIES Alternative will be responsible for the appropriate allocation of numbers and services to Customers within the guidelines and regulations of Ofcom and it is the Customer s responsibility to ensure compliance with appropriate codes of practice when provisioning services. 17.2 LEGAL RESPONSIBILITIES There may be applicable laws governing (a) the circumstances in which it is permissible to record calls, (b) the purposes for which such recording may be made, (c) the length of time recorded material may be retained, (d) the need for pre-notifications to those taking part in the call, and (e) the manner in which such notification must be given. It is essential that you obtain advice on these requirements from your own lawyers, and implement all such internal rules and processes, and have in place all such labelling pre-recorded notifications, and publicity and explanatory material, as are required to ensure full compliance. It is the responsibility of the Customer to ensure that it and users of the Service are compliant with any legal requirements. Alternative accepts no liability for compliance with these requirements or the misuse of the Service. With regard to any announcements and/or music which may be uploaded to the platform by the Customer, it is the Customer s responsibility to ensure that all necessary licenses and consents have been obtained and that, in all respects, it is in full compliance with all applicable laws and regulations, including copyright laws, when uploading copyright material. Please be aware that failure to do so may expose the Customer to legal claims for damages, injunctive relief, and also criminal prosecution. 17.3 CUSTOMER RESPONSIBILITIES The Customer is responsible for: Supplying and configuring the deliver to number telephone equipment and ensuring its compatibility to receive the required capacity of inbound calls. Maintenance of telephony equipment. Provision of site access for engineer where required. Provision of mains power to line installation point where required. The accurate reporting of any Service faults to Alternative. All relevant billing information with regards to number porting. Alternative Responsibilities All products and services are provided by Alternative Networks plc (registered number 02888250) or one 11

Provision of an inbound Service consisting of: Inbound number provision and porting The translation and routing of telephone calls to the deliver to number(s) in accordance with agreed plans. Management of Customer orders. Management of fault rectification. Notification of changes and outages 17.4 SERVICE AVAILABILITY LIMITATIONS The Customer acknowledges that the Alternative responsibilities above shall not apply in the event that any failure or suspension of the Services arises as a result of a failure of the Customer s equipment, or is caused by any action or omission of the Customer, its employees, agents, subcontractors or invitees. Alternative shall not be liable for any failure to comply with Service levels where the Customer is in breach of any term set out in the Services Agreement. In calculating Service availability (if applicable) the following circumstances are excluded: Service unavailable or affected as a result of Service suspension pursuant to the Services Agreement. Service unavailable or affected due to faults on the Customer's side of the Service. Service unavailable or affected due to incorrect configuration of Customer equipment. Service unavailable or affected due to circumstances created by the Customer. Service unavailable or affected due to planned maintenance. Service unavailable or affected due to emergency maintenance. Service unavailable or affected due to Force Majeure Event. Call completion not possible due to busy signal fully utilised trunk line or network capacity, for example. Planned maintenance can involve a temporary suspension of part or all of the Service in order to enable Alternative and its network suppliers to undertake remedial/maintenance or upgrade work. Planned maintenance and controlled outages will normally be notified to the Customer at least 7 days in advance. Controlled outages will not be classified as faults. Emergency maintenance required as a result of identifying a problem through on-going monitoring and management, that could potentially cause an outage or failure of the Service, will be notified to the Customer promptly. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 12

ANNEX TERMS & CONDITIONS (VERSION ITC 5.15) 1. DEFINITIONS AND INTERPRETATION Capitalised terms used in these terms and conditions shall have the following meanings, or otherwise the meanings stated in the MSA: Account Credit means a subsidy fund provided by AN as specified in the Services Agreement which may be allocated to line rental charges only. If a month number is specified, the Account Credit will not become available until the start of that month of the Minimum Term; AN means Alternative Networks plc; Call Charges means the charges payable by the Customer in respect of calls received by an NGN, as specified in the Pricing Schedule; Connection means the connection by AN of the Service to the Customer s telecommunications lines or equipment; Contract Buy-out means the fee paid or payable by the Customer to a Previous Service Provider, solely in respect of termination of the relevant contract between them, and excluding accrued call charges, line rental charges and other charges or liabilities in respect of the period prior to the termination of that contract; Credit means any Account Credit, Contract Buy-out, Hardware Account, free of charge equipment, or any subsidy, variation or reduction to AN s Fee, in each case which is applied to or provided with the Services; Hardware Account means a subsidy fund which may be provided by AN for the purchase of equipment by the Customer during a Minimum Term, as specified in the Services Agreement. If a month number is specified, the Hardware Account will not become available until the start of that month of the Minimum Term; Minimum Term means the minimum period specified in the Pricing Schedule for the Service, but in any event not less than three (3) months, from either: (i) the date of Connection; (ii) the date of transfer to AN of the Service; (iii) the date of expiry of the previous minimum term for the Service under an agreement with AN; or (iv) the Agreement Date, whichever is the later; Monthly Minimum Minutes means the minimum monthly number of minutes of calls (as specified in the Pricing Schedule) to be received by the NGNs during the Minimum Term; MSA means the master services agreement referenced on the Order Form, or otherwise the applicable master services agreement, entered into between the Customer and AN; MSA Terms means Part 2 of the MSA; NGN means a telephone number for which the digit structure has no geographic significance for routing calls; All products and services are provided by Alternative Networks plc (registered number 02888250) or one 13

Order Form means an order form or other written order document (including any continuation sheets) issued by AN (including by electronic mail) for signature or agreement by the Customer containing information regarding the Services; Portal means AN s website which may provide information related to the Customer s use of the Services, the use of which is subject to separate terms and conditions as amended by AN from time to time; Premium Rate Regulator means Phonepayplus or any successor body which regulates the use of NGNs; Previous Service Provider means a third party that provides the Customer with telecommunications services prior to connection with AN for any telephone number specified in the Services Agreement; Pricing Schedule means the pricing schedule issued by AN and referenced in the Services Agreement; Revenue Share Agreement means an agreement between the parties, as specified in the Pricing Schedule or otherwise, to share revenue received by AN in respect of calls to an NGN; Revenue Share Threshold means (unless otherwise stated on the Pricing Schedule or agreed in writing by AN) ten thousand (10,000) minutes of calls, which must be received in any calendar month by the NGNs generating revenue share in order for revenue share payments to be made by AN to the Customer under a Revenue Share Agreement; Service means the provision to the Customer of an NGN to allow the routing of calls or any other service provided by AN by under the Services Agreement, as further described in the Service Description; Service Description means the document issued by AN providing further information on the range of inbound voice Services which may be offered by AN; Supplier means the supplier from whom AN obtains facilities to provide the Services from time to time pursuant to a licence, contract or otherwise; and Total Minutes means the aggregate number of minutes received by the NGNs, either between specified hours or at any time (as specified in the Revenue Share Agreement). In the event of a conflict, the following (decreasing) order of precedence shall apply in the Services Agreement: addendum, Pricing Schedule, Order Form, Additional Order, MSA Terms, these terms and conditions, Service Description. References to clauses are to clauses of these terms and conditions (and not the MSA Terms), unless otherwise stated. 2 MSA, DURATION AND TRANSFER OF NGN S 2.1 The Services Agreement incorporates the MSA Terms and also includes the Pricing Schedule, the Order Form, applicable parts of the Service Description, addenda and any Additional Orders accepted by AN. 2.2 The Services Agreement shall commence on the Agreement Date and shall continue until terminated in accordance with this clause 2, clause 8 or the MSA Terms. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 14

2.3 Either party may disconnect a Service, or terminate the Services Agreement, by giving to the other party not less than three (3) months prior notice to expire on or at any time after expiry of the Minimum Term. 2.4 The Customer authorises AN to transfer to AN any NGN, and any services forming part of the Services, from any Previous Service Provider. 3. USE OF SERVICES - IMPORTANT 3.1 The Customer agrees: 3.1.1 to use each Service until expiry of the Minimum Term; 3.1.2 to ensure that the NGNs to which the Pricing Schedule applies receive at least the Monthly Minimum Minutes in each month of the Minimum Term. The Customer acknowledges that the charges for the Services have been set by AN on the basis that the Customer achieves the Monthly Minimum Minutes and that the Customer s obligation under this clause shall not be affected by any delay or failure in the transfer to AN of any telephone number whether caused by the Customer, the Previous Service Provider, any third party or any Force Majeure Event; 3.1.3 to use the Services in accordance with all Laws, any direction of OFCOM or other competent authority and the Supplier s licence; 3.1.4 to use the Services in accordance with the Services Agreement, and such other conditions and instructions as may be imposed from time to time by Law or the Supplier; 3.1.5 not to cause any attachments other than those approved by Law to be connected to the Services; 3.1.6 not to use the Services other than as a genuine conveyance of communications for its proper benefit and for the purpose as may be set out from time to time in AN s Service literature. AN will provide the Customer with as much notice as reasonably practicable should there be any change to AN s Service literature and AN will not make any such change that would materially affect the parties obligations; 3.1.7 not to use the Services for knowing receipt or transmission of any material or message which is intended to be a hoax call to emergency services, causes a nuisance, or is of a defamatory, offensive, abusive, indecent, obscene or menacing character; 3.1.8 not to use the Services in a manner which infringes the rights of any third party, which is a breach of any statutory obligation or duty in contract, tort or otherwise, or which might cause any person, the property of any person, the telecommunications network, the quality of the Services, or any aspect of them, to be impaired or damaged; 3.1.9 not to make or attempt to make fraudulent, improper, misleading or immoral use of the Services, nor to use or attempt to use the Services in breach of any Law or with the intent to avoid the payment, in whole or in part, of any charges; 3.1.10 to maintain its telecommunications apparatus at all times in good working order and in compliance with the relevant standards or approvals for the time being designated by Law; All products and services are provided by Alternative Networks plc (registered number 02888250) or one 15

3.1.11 to notify AN immediately of any fault with the Services, or of any use of the Services in breach of the Services Agreement, on becoming aware of it; 3.1.12 to implement security measures to prevent unauthorised access to the Services and the Customer s equipment and premises; 3.1.13 that it has no rights in any intellectual property rights in the Services, or arising in the Services as a result of their use, and to assign (and hereby does assign) any such rights to AN; and 3.1.14 not to resell the Services except to members of its Group from time to time. The Customer shall be responsible for any act, omission or breach of the Services Agreement by members of its Group as if it were committed by the Customer. 3.2 The Customer acknowledges that an NGN supplied by AN does not belong to, and shall not become the property of, the Customer and shall remain the property of AN or the Supplier. The Customer shall not attempt to apply for registration of an NGN supplied by AN as a trade or service mark whether on its own or in conjunction with any other word or trading style. 3.3 AN shall be entitled at any time to withdraw or change an NGN connected under the Services Agreement on giving the Customer reasonable prior notice if required to do so by the Supplier. 3.4 AN reserves the right to withdraw, or make additional rental charges for, an NGN connected under the Services Agreement on thirty (30) days notice if the NGN is not used within two (2) months of Connection. 3.5 The Customer is responsible for ensuring that all NGNs are correctly listed in the Order Form and are as required by the Customer. 3.6 The Customer shall give AN at least seven (7) days prior notice before using any international freephone number that is not used immediately from Connection. 3.7 The Customer permits AN to use information about the use of the Services by the Customer (including origin, destination, duration, route and time of calls) to perform its obligations under the Services Agreement, maintain or upgrade the Services and produce anonymised statistics to assist AN or AN s suppliers in their network and business planning. AN may also share such information with its suppliers for fraud prevention purposes. 4. REVENUE SHARE 4.1 Following any Revenue Share Agreement, and subject to the remainder of this clause 4, AN shall make revenue share payments by BACS transfer within sixty (60) business days of the end of every calendar month, in respect of calls made in the preceding calendar month. 4.2 From the beginning of the first calendar month following the Revenue Share Agreement, if the Revenue Share Threshold is achieved by the NGNs then AN will calculate the revenue share payment by multiplying the Total Minutes for that calendar month by the relevant pence-perminute revenue share payment as agreed in the Revenue Share Agreement. 4.3 If any Supplier fails to make payment to AN in relation to minutes of calls that are routed over its network then AN will make no payment to the Customer in relation to those minutes. 4.4 AN reserves the right to exercise any or all of the following rights: All products and services are provided by Alternative Networks plc (registered number 02888250) or one 16

4.4.1 to reduce the pence-per-minute revenue share rate under the Revenue Share Agreement if any Supplier changes the payment rate, or fails to make full payment, to AN; 4.4.2 to reduce the pence-per-minute revenue share rate (including stopping payment) under a Revenue Share Agreement due to a change of regulatory (including Ofcom) or Supplier policy and for this to be backdated to the date of such change. If the backdating means that AN has overpaid the Customer then AN may either set off the overpayment against its next payment or invoice the Customer for the overpayment; and 4.4.3 to cease payment to the Customer under a Revenue Share Agreement on thirty (30) days notice, or immediately on notice if there is a material deterioration in the Customer s financial standing. 4.5 Payments by AN under a Revenue Share Agreement are subject to the Customer complying with AN s self-billing procedure from time to time. Any dispute in relation to a Revenue Share Agreement must be notified to AN within six (6) months of the due date for payment. 5. CHARGES, PAYMENTS AND LIABILITY - IMPORTANT 5.1 Charges for the Services shall be payable in accordance with the Pricing Schedule as varied from time to time in accordance with this clause 5. 5.2 The connection charge for the Services may be invoiced by AN on the Agreement Date and shall not be refundable to the Customer if the Services Agreement is terminated for any reason. 5.3 The rental charge for the Services shall be invoiced monthly in advance. The first monthly charge shall be invoiced pro-rata for the period commencing on the Agreement Date up until the last day of that calendar month. 5.4 The Call Charges, and any other charges not specified in this clause 5, for the Services shall be invoiced one (1) month in arrears. 5.5 AN may from time to time vary charges for Services not stated on the Pricing Schedule without notice and otherwise by giving the Customer notice. 5.6 AN may request a deposit as security in respect of unpaid charges for the Services which shall be paid to AN by the Customer within seven (7) days of AN s written request. 5.7 AN reserves the right to set off the deposit against any amount due and owing by the Customer to AN under any Group Agreement. 5.8 AN shall not be liable for any cost arising from fraudulent use of the Services and the Customer shall be liable for any costs relating to any use of the Services (including telephone calls) either from or within the Customer s premises, via any internet protocol address used by the Customer or via external means. 5.9 If the parties agree to exclude an NGN from the Services Agreement prior to Connection, the Customer shall reimburse to AN any circuit cancellation charges levied on AN by the Supplier in respect of that NGN and the Customer shall pay to AN an administration fee of 50 per NGN. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 17

5.10 AN shall have no Liability to the Customer for any charges incurred by the Customer for the use of other services (whether provided by AN or any other person), and the Customer shall remain liable for any applicable line rental charges, during any period of suspension of the Services under the Services Agreement. 5.11 Notwithstanding termination of the Services Agreement, the Customer will be liable for any Call Charges, line rental and other charges incurred in the event of the Customer s continued use of the Services after the date of termination. 5.12 If the Customer notifies AN of a claim in respect of a failure by AN to provide a Service in accordance with the Services Agreement, and the Customer then agrees a new Minimum Term with AN in respect of that Service, that agreement shall be in full and final settlement of the Customer s claim and the Customer shall be deemed irrevocably to have waived its rights in relation to that claim. 6. CREDITS 6.1 AN reserves the right to withhold or withdraw Credits and charge the Customer the applicable Fee if AN continues to provide the Services, at its absolute discretion, following any Insolvency Event. 6.2 AN will credit line rental Account Credits pro-rata to the Customer s invoice during the Minimum Term. 6.3 The Customer may offset the remaining balance of: 6.3.1 non-line rental Account Credits against any relevant charges incurred after the first six (6) months of the Minimum Term and against the cost of equipment purchased from the AN Group at any time during the Minimum Term; and 6.3.2 a Hardware Account against the cost of equipment purchased from the AN Group only and not against other charges relating to the Services. 6.4 The remaining balance of a Hardware Account or Account Credit cannot be redeemed for cash and will be forfeited on the original date of expiry of the Minimum Term (excluding any subsequent renewal or extension) and line rental Account Credits will cease to be applied. Any subsidy fund provided under a previous agreement between AN s Group and the Customer shall be deemed to expire on the Agreement Date. 6.5 Credits specified in the Services Agreement to be per NGN or line shall not apply to an Additional Order unless expressly agreed in writing. 6.6 If the Customer breaches any term of the Services Agreement, or there is any dispute as to the charges payable by the Customer, then without prejudice to AN s other rights and remedies AN may, on notice to the Customer, suspend access to any or all Hardware Accounts and Account Credits (except a line rental Account Credit) until the breach is rectified or the dispute is resolved (as applicable). 6.7 If the parties have agreed a maximum Contract Buy-out in a Services Agreement the Customer shall provide to AN reasonable evidence of the Contract Buy-out within six (6) months of the date of the first connection with AN under the Services Agreement. Following receipt of this evidence, AN shall pay to the Customer a sum equal to the lesser of the Contract Buy-out and All products and services are provided by Alternative Networks plc (registered number 02888250) or one 18

the agreed maximum Contract Buy-out. A maximum Contract Buy-out shall not apply to an Additional Order unless expressly agreed in writing. 7. SUSPENSION OF SERVICES AN may suspend any or all of the Services, or performance of any or all of its obligations under the Services Agreement, in the following circumstances without Liability: 7.1 during any technical failure, modification, upgrade, repair, testing or maintenance of the telecommunications network or other equipment by which the Services are provided, in the case of emergency or for Supplier operational reasons; or 7.2 if the operation of the telecommunications network is suspended or if the provision of the Services to AN is suspended for any reason (including during any network freeze period). 8. SUSPENSION AND TERMINATION - IMPORTANT Without prejudice to any of AN s other rights and remedies, AN may on notice to the Customer disconnect any or all of the Services or suspend performance of any or all of its obligations under, or terminate, the Services Agreement in the following circumstances without Liability: 8.1 if any licence or permission to operate or use the telecommunications network or any part of it is revoked or terminated for any reason; 8.2 if the operation of the telecommunications network is terminated or if the provision of the Services to AN is discontinued for any reason; 8.3 if the Customer does or allows to be done anything which in AN s reasonable opinion will or might jeopardise the operation of the Services or the telecommunications network; or 8.4 if AN reasonably suspects the Services are being used in a manner prejudicial to the interests of the Customer or AN. 9. MONTHLY MINIMUM MINUTES - IMPORTANT 9.1 If at any point during, or on expiry of, a Minimum Term the Monthly Minimum Minutes have not been achieved in any month of the Minimum Term, AN reserves the right to charge the Customer the sum specified in the table below (plus VAT) multiplied by the shortfall i.e. the Monthly Minimum Minutes less the actual aggregate number of minutes of calls received by the relevant NGNs during that month. Shortfall (as % of Monthly Minimum Minutes) Pence-per-minute charge 10% or less 0 pence More than 10%, less than or equal to 25% More than 25%, less than or equal to 50% More than 50%, less than or equal to 75% 0.25 pence 0.50 pence 0.75 pence All products and services are provided by Alternative Networks plc (registered number 02888250) or one 19

More than 75% 1.0 pence 9.2 The parties agree that the charges specified in clause 9.1 represent a reasonable pre-estimate of AN s loss in respect of the Customer failing to meet the Monthly Minimum Minutes. 9.3 Any subsequent variation in the number of NGNs under a Pricing Schedule shall not affect the Monthly Minimum Minutes unless expressly agreed by the parties in writing and shall not include the Customer s principal NGN. 10. CONSEQUENCES OF EARLY TERMINATION - IMPORTANT If a Service is disconnected, or the Services Agreement is terminated, prior to expiry of the Minimum Term the Customer shall pay to AN a termination charge equal to: 10.1 the rental charges that would otherwise have been due for the remainder of the Minimum Term; 10.2 any sum due in accordance with clause 9.1; 10.3 the Monthly Minimum Minutes, multiplied by 1.0 pence, for each remaining month of the Minimum Term; and 10.4 any termination charge imposed on AN by the Supplier. 11. PREMIUM RATE REGULATOR - IMPORTANT 11.1 The Customer shall comply with any applicable code of practice or direction issued by the Premium Rate Regulator and shall promptly provide to AN any information or documentation required to allow AN to comply with the same. 11.2 When directed to do so by the Premium Rate Regulator AN may, without Liability or notice to the Customer, exercise any or all of the following rights: 11.2.1 to suspend or terminate access to the Service or any part of it; 11.2.2 to withhold or pay over to the Premium Rate Regulator any payment due to the Customer under any Revenue Share Agreement; 11.2.3 to pass to the Premium Rate Regulator any information related to the Customer or use of the Services irrespective of any duty of confidentiality to the Customer; and 11.2.4 to take any other action. 11.3 The Premium Rate Regulator shall have the right to enforce this clause 11 under the Contracts (Rights of Third Parties) Act 1999. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 20

12. PORTAL The Portal and its contents are confidential information of, and copyright, the AN Group. Any notice given under the Services Agreement may be served on AN as permitted by the Portal and shall be deemed to have been received at the time of transmission. 13. COMPLAINTS AN s customer complaints code of practice is available on AN s website at http://www.alternativenetworks.com/legal_info.html or in hard copy on written request. All products and services are provided by Alternative Networks plc (registered number 02888250) or one 21