I the undersigned Agree to the following terms and conditions and enter into the following agreement of my own volition un behalf of the company/ies listed on my application

I the undersigned Agree to the following terms and conditions and enter into the following agreement of my own volition on behalf of the company/ies listed on my application.

Global Adult Billing will not accept contracts where the Whois information does not match the account information.

(A) The Company operates internet billing solutions through premium rate telephony and premium SMS telecommunications facilities which enable users from designated countries to access pin generation services granting access to the contractors websites and or services (hereinafter called the "Service") through international telecommunication networks.

(B) The Contractor agrees to offer internet based content or services, (hereinafter called the “Programs"), hereto, for the purpose of Users accessing the facilities of the Company provided for that purpose.

(C) The Company agrees to the Contractor offering the Programs through the Service subject to the terms and conditions of this Agreement.

Except where the context otherwise requires, the following expressions shall have the following meaning:

"User" Any person, firm or body corporate who accesses or is able to access the Service using the international public switched telephone network or national short message service and receives the Programs provided by the Contractor.

"Code of Practice" The operating practices of the designated telephone companies which the Contractor agrees to abide by and which may be amended from time to time.

"Service" The facilities and contracts operated and offered by the Company to the Contractor to enable an overseas User to access the Program provided by the Contractor through the telecommunications facilities managed by the Company.

"Programs" Interactive, recorded or conferencing voice, fax and data information services offered by the Contractor over the bureau’s network and supplied for that purpose to the Company by the Contractor.

"Interactive Program" A program whereby a User, through the use of a dual tone multi-frequency telephone, touch-tone pad or similar device can communicate with the Company's equipment connected to the international public switched telephone network for the purpose of sending or receiving information.

“Network Provider” The telecommunications companies providing the telecommunication infra-structures which enable the Users to access the service.

2.1 The format of the Programs provided by the Contractor to the Company shall comply with the specifications of the Company; provided however that acceptance by the Company of the format will constitute waiver of any objections or claims for non-compliance.

2.2 The duration of accessing each of the Programs shall not exceed 30 minutes or as specified by the Company based on the requirements of the terminating telephone network for the termination.

2.3 The Contractor is solely responsible and liable for the preparation of the Programs, its content, quality and all costs and expenses arising out of or in connection with such preparation.

2.4 The Contractor warrants and undertakes that the contents of the Programs shall abide by the Code of Practice and any other conditions or code of practice which come into effect from time to time regarding the use of the designated network.

2.5 The Contractor may from time to time suggest additional Programs to the Company to be offered through the Service. However, nothing contained in this Agreement shall oblige the Company to accept the offer of such information, data program or service proposed or supplied by the Contractor.

2.6 The Contractor warrants and undertakes that all content of their Programs shall abide by all local, national and international Laws under whose jurisdiction they pertain to.

3.1 The Company is responsible for the provision and operation of all necessary telecommunication facilities that serve to enable access to the Programs prepared by the Contractor.

3.2 The Company shall support the Service at its own expenses including, but not limited to, the supply and setting up of all necessary equipment, monitoring and maintenance, computer programming and traffic statistics generation.

3.3 The Company shall make available to the Contractor traffic statistics by e-mail, XML or via the web site of the Company.

3.4 The Contractor agrees to pay the Company a set up fee for the setting up of interactive programs. Such fee will be stipulated in writing and signed by both parties prior to the commencement of Service.

4.1 The Contractor is solely responsible and liable for any marketing activity in relation to the Programs, all costs and expenses arising out of or in connection with such activities.

4.2 The Contractor warrants and undertakes that promotional and advertising activities concerning the Programs shall abide by stipulations specified in the ordenance and Laws under whose jurisdiction they fall.

4.3 The Contractor shall provide the Company with information relating to the Programs as the Company may reasonably request in order to promote the Service at its own expense without any reference being made to the Contractor. The Contractor reserves the right to review any such promotion materials and raise objection if it considers that they are not in its best interest.

4.4 The Contractor shall not market, advertise or promote the Programs under or by reference to the trade name, trademark, logos and/or symbols of the Company unless with the prior written consent of the Company.

4.5 It is the Contractor's responsibility to ensure that the Service numbers are accessible from each country and to confirm call charges for inclusion in the advertising material.

5.3 In the event of any discrepancies between the amount of call minutes registered by the Network Provider and the calculation of call minutes based on the statistics of the incoming traffic shown on the Company’s computer, the amount registered by the Network Provider shall be conclusive evidence of the amount of call minutes.

5.5 The Company shall have an absolute discretion to forthwith suspend payments to the Contractor in the event of suspensions by the Network Provider of payments to the Company if:-

(ii) Tn the Network Provider’s opinion, the Contractor is not providing a bona fide service or is conducting its business in an illegal manner; or

(iii) The Network Provider receives any justifiable complaint against the Contractor in accordance with the Code of Practice; or

(iv) The Network Provider does not receive payment from its foreign correspondent carrier in respect of any month.

5.6 In the event that any payment by a PTT is reduced by any charge-back on the Company, the Company shall be entitled to reduce its next payment to the Contractor by the amount of the charge-back attributable to the Contractor. Should no further payments be due to the Contractor under this Agreement, the Contractor shall remit to the Company, within ten (10) days of receipt of an invoice reflecting the charge-back or deductions, payments in the amount of the charge-back or deductions.

5.7 The Contractor will be liable for any and all taxes imposed by any and all taxing entities of any jurisdiction in connection with Contractor’s performance or obligations under this Agreement and in connection with the Contractor’s Programs. In the event that the Company is required to make any payments or deductions or is found to be liable to any taxes, then the Contractor shall promptly reimburse the Company for such payments, together with interest at the rate of twelve percent (12%) per annum from the date of payment made by the Company. Alternatively any amounts due to be reimbursed to the Company may be deducted by the Company from any amounts due to the Contractor.

6.1 Upon suspension or termination of the Programs pursuant to clause (11) of this Agreement, the telephone numbers allocated to the Contractor may be re-allocated at the Company's discretion to another Contractor or any other customer of the Company.

7.1 The Contractor shall apply for and use its best endeavours to obtain and maintain in its name and at its own expense all licenses, permits, consents, authorizations and intellectual property rights required by the Contractor for the provision of the Programs through the network and shall ensure that all requirements of law have been complied with for the provision of the Programs and shall, if the Company requires, provide evidence that it has obtained such licenses, permits, consents, authorizations and intellectual property rights or complied with such requirements of law.

[8.1 The Company reserves the right to enter into agreement with any other persons, firms or companies in respect of information regarding the service of the Company.]

9.1 The Company may at its absolute discretion suspend access to any of the Programs with reasonable notice as is deemed appropriate by the Company if:-

(i) In the Company's opinion, the Contractor is in breach of the terms and conditions of this Agreement; or

(iii) The Company receives any complaint against the Programs from the overseas telecommunication administration; or

(iv) If in the opinion of the Company, its continuation is detrimental to the good reputation of the Company.

9.2 The Company may choose to suspend or terminate any of the Programs which the Company considers as dissatisfactory (refer to specific guidelines based on Program type) by the provision of not less than fourteen (14) days’ notice to the Contractor.

10.1 This Agreement shall commence from the date and year first above written and shall continue in force subject to the provisions of termination contained in clause (11) of this Agreement.

11.1 Either party shall have the right to terminate this Agreement by providing the other party with thirty (30) days’ written notice to that effect.

11.2 Either party shall have the right to terminate this Agreement with immediate effect forthwith at any time by providing to the other notice in writing to that effect in any of the following events:

( i ) if either party is in breach of any of its obligations hereunder and fail to remedy such breach (if capable of being remedied) within ten (10) days of receiving a written notice so to do; or

( i i ) If the services are suspended pursuant to Clause 9.1 (i) to 9.1 (iv) of the above.

(i i i ) if either party becomes insolvent and/or bankrupt or is making any arrangements or composition with its creditors or have a receiver appointed or entering into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation).

11.3 The Company will with hold final payment for 6 months from date of the termination of this agreement to cover for such charge backs as may arise and will deduct these from any final payment.

12.1 The parties shall keep the terms and nature of this Agreement in strictest confidence and shall not communicate to any third parties whether directly or indirectly any information relating to this Agreement.

13.1 This Agreement shall be governed by and construed in all respects in accordance with the laws of The United Kingdom of Great Britain and Northern Ireland.

14.1 In the event of any dispute between the parties arising in connection with this Agreement, the parties shall consult with each other first in order to resolve the dispute.

15.1 Notwithstanding any other provisions contained elsewhere in this Agreement, under no circumstances whatsoever (including negligence or breach of statutory duty) shall the Company be liable to the Contractor or to any other person, body of persons or corporation for any indirect or consequential loss including but not limited to the loss of revenue, business or profits suffered or alleged to have been suffered by the Contractor or any other person, body of persons or corporation resulting from any reason or cause whatsoever under this Agreement except for willful misconduct or gross negligence by the Company.

16.1 The contractor shall provide to the satisfaction of the Company an indemnity in favour of the Company against all claims, proceedings, damages, costs and expenses whatsoever arising from the infringement or alleged infringement of any registered design, trademark, or intellectual property rights of third parties arising out of the Programs.

17.1 Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute that one party acts as an agent of the other for any purpose whatsoever and neither party shall have the authority or power to bind the other or create a liability against the other in any way or for any purpose.

19.1 This Agreement embodies the entire understanding between the parties in relation to the Programs and/or the Service and there are no promises, terms, conditions, or obligation, oral or written expressed or implied other than those contained herein.

19.2 No amendment or variation of this Agreement shall be effective unless it is in writing and signed by the parties hereto.

20.1 Any notice required to be given hereunder shall be sufficiently given if sent by telex, facsimile, telegram or registered post address to the principal or registered office of the party to be served. Any such notice shall be deemed to have been received and given at the time when in the ordinary course of transmission it should have been delivered at the address to which it was sent.

21.1 If any provisions of this Agreement shall be construed to be illegal or invalid, they shall not affect the legality, validity and enforceability of the remaining provisions of this Agreement. The illegal or invalid provision shall be deleted from this Agreement and no longer incorporated herein but all remaining provisions of this Agreement shall continue in full force.

22.2 Clause headings are inserted in this Agreement for convenience of reference only and shall not affect the constructions hereof in any way.