Terms and Conditions specific to the provision of Telecommunication Services

1.            Service

1.1          This
agreement concerns the provision by Lucid Technology Solution (Lucid) to you
the customer (you) of one or more of Lucid telecommunications services. Lucid
will provide you with the service(s) as specified on the Application form
subject to the provisions of this agreement. Lucid may vary how these services
are provided if Lucid wishes to maintain or improve their quality or needs to
do so in order to comply with any applicable law or regulation.

1.2          Where the
service is Calls, Line Rental, Broadband, Leased Line, Dedicated Internet Circuit or Inbound Solutions, the provisions
in this Agreement specific to that service shall apply and if they conflict
with any provision elsewhere in the Agreement, the specific provisions shall
prevail.

1.3          You
acknowledge that certain services are incompatible with the calls and line
service available from British Telecommunications Plc (BT) and such
incompatible services are excluded from Lucid’s services. You also acknowledge
that some technical limitations within the network used to provide the services
may not become apparent until the service has been operating for some time and
if that occurs the service may need to be temporarily withdrawn in which case
you will receive a pro rata rebate of the relevant charges paid by you in
advance of the withdrawal.

1.4          If you
want the connection point for the service ( ie, the terminal block, socket for
a removable plug, distribution frame or other device which connects your
equipment to an exchange line) to be moved to another place within your site,
Lucid may agree to this subject to your paying Lucid’s applicable charge. At
Lucid’s request you will arrange for your equipment to be reprogrammed by your
maintainer in accordance with instructions given by Lucid but Lucid will not
bear any responsibility for such reprogramming. 2. Duration

Any service other than Calls, Line Rental, Broadband and
Inbound Solutions will be provided on the basis of a 24 month initial period
from the date you sign the Application Form with the same provisions for
automatic renewal unless terminated by proper notice as are applicable to the
Broadband service.

3.            Charges

Lucid charges you for using the services covered by this
agreement. Initially you are charged at the rates specified on the application
form or published in our price lists. If the prices for any products which
Lucid acquires from its suppliers and which form part of the Services provided
under the Supply Agreement are increased for any reason (for example (but
without limitation) pursuant to a direction or decision of Ofcom), Lucid
reserves the right to increase its Charges for the Services accordingly. Please
note:

3.1          Charges
are calculated from data recorded by us and not from your own records.

3.2          Where a
direct debit is unpaid due to insufficient funds or cancellation, a £5
administration charge will be included on your next monthly bill.

3.3          A charge
of up to £20 will be added to your next bill to reinstate services barred due
to non-payment of an invoice.

3.4          All Lucid
charges (whether referred to in the Application Form, this Agreement or
elsewhere) are subject to VAT at the prevailing rate.

3.5          Lucid will
charge £110 to reinstate lines that have been ceased due to non-payment.

4.            Payment
Terms

4.1          If any
payment is not made in cleared funds by the due date then in addition to other
rights and remedies Lucid reserves the right to require that all future
payments are made by monthly variable direct debits and if you refuse to set up
a direct debit arrangement in these circumstances Lucid can terminate the
Agreement.

4.2          You will
be notified of any problems with your payments or direct debit instructions.

4.3          Payments
are to be made by you without set-off or deduction and if you fail to pay any
sum due, we shall be entitled to charge interest on the amount due at the rate
of four percent (4%) above the Bank of England official bank rate paid on
commercial bank reserves prevailing from time to time calculated from the due
date until collection.

4.4          Cancellation
of the direct debit does not constitute notice of cancellation on termination
of the contract.

4.5          You are
protected at all times by the direct debit guarantee as detailed on Lucid’s
website www.Lucidtelecoms.com

4.6          Lucid
reserves the right to charge a £5.00 administration fee for payments tendered
by means other than direct debit. Lucid reserves the right to increase this
amount without notice.

4.7          Lucid
reserves the right to perform a credit check with no prior notice on you, and
to pass your credit history with Lucid on to the credit agencies and/or the
Court.

4.8          Lucid
reserves the right to request from you at any time a deposit, paid in advance,
should periodical credit checks reveal an insufficient credit scoring or County
Court Judgement or if unusual usage and call charges are incurred. Should this
request not be met within 30 days of notification by Lucid, Lucid reserves the
right to terminate the contract and to demand full and immediate payment of any
outstanding balance.

4.9          Lucid may,
at its sole discretion and at any time, impose a credit limit on your account.
Any credit limit imposed can be amended without prior notice. If you exceed any
such credit limit, Lucid may demand immediate payment of the charges and/or
suspend the service; and you will still be responsible for all charges incurred
including those exceeding the credit limit.

4.10        Lucid will
charge a £199 disconnection fee should your agreement with Lucid be terminated
due to your non-payment.

5.            Pricing

5.1          All call
types where prices are not listed on the Application Form will be charged at
Lucid’s standard tariff prices, details of which are available on request.

5.2          Local and
national calls are numbers beginning with 01 and 02 only and do not include
non-geographic number (0845, 0870 etc) premium rate numbers (09xx) and internet
access numbers.

5.3          Mobile
calls are calls to 02, Vodafone, or EE. Calls to other network operators,
unless specified otherwise in the Application Form, will be charged at Lucid’s
standard tariff prices, details of which are available on request.

6.            Your
Responsibilities – You agree:

6.1          To use the
services in accordance with this agreement, any instructions given by Lucid
from time to time and any laws, regulations and licenses which apply to the use
by you of the services.

6.2          Not to
allow an alternative supplier to override or bypass Lucid’s service either
through the installation of equipment or through the BTTM local exchange.

6.3          To be
responsible for any engineering reprogramming costs or equipment removal costs
that may be required to terminate the service of any previous supplier.

6.4          Not to use
the service to transmit any material which may be abusive, offensive, obscene,
indecent, menacing, defamatory or which might cause annoyance, inconvenience or
needless anxiety to anyone or in order to commit a fraud or other criminal
offence. 6.5 Not to transfer or agree to transfer any number provided to you
for use with the service, nor attempt to do so.

6.6          To the
termination of your existing contract for equivalent services with your current
provider and irrevocably authorise and request Lucid to cancel on your behalf
any such existing contract and to provide Lucid with such information as Lucid
reasonably requires and to allow access to the site at which the service is to
be provided for Lucid, BT or any other telecommunications supplier to Lucid and
you acknowledge that Lucid cannot process the provision of the services until
such information is provided and such access is allowed.

6.7          You will
be responsible for providing the site conditions Lucid advises you will be
required for provision of the service including electricity supply connection
points and computer terminals. Lucid will not be responsible for reinstating
the site after the installation work has been carried out, other than where
damage has been caused by Lucid or by those for whom Lucid is responsible.

6.8          You will
ensure that your equipment meets all legal and regulatory requirements and is
approved for connection to the network. You must disconnect any non-compliant
equipment immediately or allow Lucid to do so at your expense.

6.9          You are
responsible for removing any equipment not required for or incompatible with
the service and returning it to its owner. 6.10 You consent to BT or other
relevant service provider disclosing to Lucid any information relating to the
transfer or removal of BT’s (or other relevant service providers’) products and
services that exist on the line as at the time of its transfer to Lucid

7.            Suspension
of Service

Lucid may suspend the service (without being liable to
compensate you):

7.1          In the
event of a local or national emergency.

7.2          To comply
with a request from a government or other competent authority.

7.3          To protect
or provide service to rescue or other essential services or otherwise.

7.4          To
maintain the quality of Lucid’s services.

7.5          If Lucid
reasonably believe that you will fail to pay any amount due to Lucid (whether
or not we have issued you with an invoice) 7.6 If an event occurs which is
beyond Lucid’s reasonable control.

7.7          If you
break any part of this agreement.

7.8          If Lucid
has good reason to suspect fraudulent activity or misuse of Lucid’s services or
any other breach by you of this agreement.

8.            Termination

The agreement may be ended immediately by you on written
notice to Lucid if Lucid breaks a term of this agreement, which after written
notice has not been rectified within 21 days. Either you or Lucid may end this
agreement without notice if the other stops trading or becomes insolvent or is
wound up. Lucid may end this agreement on written notice to you but without
needing to give you prior notice if you break any of the obligations under
clause 4 (Payment) or 6 (Your Responsibilities). On termination of this
agreement for whatever reason, you will:

8.1          immediately
pay any outstanding invoices.

8.2          be
responsible for any required engineering reprogramming costs for you to use an
alternative supplier.

9.            Liability

9.1          Neither
Lucid nor you will have to compensate the other for any detrimental event
beyond the other’s reasonable control.

9.2          In this
agreement, events “beyond… reasonable control” include any act of God,
reduction or failure of power supply, other telecommunications operators and
suppliers or their equipment including access lines, act or omission of
national or local government authority, war, act of terrorism, military
operation, riot or delay or employee dispute.

9.3          In any
event Lucid will not have to compensate you for any harm to your business, lost
revenues, loss of anticipated savings, lost profits or other indirect
consequential or special losses nor for any charges incurred by you with
another call carrier.

9.4          Without
prejudice to this Lucid’s liability to you in contract or tort arising under or
in connection with this agreement shall be limited to a refund of Lucid’s line
rental charges for the period during which you were unable to use the services
and in no event shall Lucid’s liability to you for any event or series of
connected events exceed £500 for each year commencing on the date our agreement
with you comes into effect.

9.5          The
service cannot be guaranteed to be fault free but Lucid will provide you with a
similar standard of service as it provides to its customers generally.

9.6          Lucid does
not seek to limit Lucid’s liability for death or personal injury resulting from
Lucid’s negligence.

9.7          Lucid
accepts no liability for claims relating to your ability to use or continue to
use a particular telephone number.

9.8          Lucid
accepts no liability for any charges incurred by you should your traffic be
diverted to another service provider other than when this is due to a negligent
act or omission on the part of Lucid.

10.          Wholesale
Line Rental (WLR)

On the WLR Service, Lucid will bill you for line rental of
your BTTM line and BT OpenreachTM will continue to maintain your line and fix
any faults that may occur. You acknowledge that in order to avoid delays
occurring in the ordering process,

Lucid will need to be

notified by BTTM of any products or services presently in
use on your line that are incompatible with the WLR service. BTTM is under a
strict duty not to disclose information about a customer’s telephone services
to a third party unless the customer has consented to such disclosure. In
signing this agreement you give consent to BTTM to disclose such information to
Lucid. You also give Lucid authority to act as your agent to arrange connection
onto Lucid services. If Lucid is unable to take over the billing of your line rental,
for whatever reason, you hereby authorise Lucid to carry your phone calls only
through carrier preselection.

11.          Carrier
Pre-Selection (CPS)

CPS is the routing of your phone calls through a carrier
other than BTTM. Your phone line(s) are still maintained by BTTM engineers but
the calls are carried on another network. Lucid may select and at any time
change any carrier or other service provider for the purposes of providing the
CPS service. In signing the Agreement you irrevocably authorise Lucid to give
all notices, nominations and other authorisations necessary for Lucid to
provide the CPS service.

12.          Repairs to
Service

12.1        BT
OpenreachTM will continue to maintain your line and will continue to fix any
faults that may occur. We will use our best endeavours to correct any defect or
fault in the services provided to you as rapidly as possible. The Customer
Service and Fault Notification is 0191 519 3700.

12.2        In relation
to the Line Rental Service, if BT OpenreachTM charges Lucid for repairs and an
engineering call out charge, which will occur if the fault is found to be a
fault in or is due to damage to the customers’ equipment, Lucid reserves the
right to pass on those charges to you together with its own administration
charge of £25 per call out.

12.3        You should
report any fault to Lucid’s customer services department, where it will be
dealt with in accordance with Lucid’s fault repair service. Lucid may ask that
you have your equipment checked by your own maintainer. If Lucid agrees to fix
a fault that is not Lucid’s responsibility, or if no fault is found, Lucid may
charge you for work carried out by Lucid at its applicable engineer’s rates.

13.          General

13.1        You may not
transfer this agreement or any rights under it without Lucid’s prior written
consent.

13.2        Lucid may
transfer its rights or any part of them under this agreement as it sees fit, on
written notice to you.

13.3        If any
provision or condition of this agreement shall be invalid or unenforceable, the
remaining terms shall continue to apply. 13.4 This agreement and the documents
referred to in it represent the entire contract between you and Lucid, to the
exclusion of any terms subject to which you may accept, or purport to accept,
the service.

13.5        Any
variations (other than changes made in accordance with this agreement) shall
not be effective unless in writing and signed by you and by Lucid).

13.6        If there is
any inconsistency between this agreement and the Application form, the
Application form shall take precedence.

13.7        Any failure
by either Lucid or you to enforce any right shall not be deemed a waiver of any
such right.

13.8        This
Agreement is governed by English Law and the English Courts shall have
exclusive jurisdiction for the purposes of determining any dispute or other
matter which arises out of or in relation to this agreement.

14.          Notices

14.1        Any notice
required to be served under any of the provisions of this Agreement must be in
writing. The address for service of Lucid (subject to any change notified by
Lucid to you) is the address stated on your signed Application Form. Your
address for service is the address set out on the most recent invoice or such
address as has been subsequently notified to Lucid in accordance with this
clause.

14.2        A notice
will be treated as served as follows:-

i)             in the
case of delivery by hand, on the day of delivery except that where that day is
not a Working Day, or the delivery is made after 4pm, then it will be treated
as served on the next Working Day

ii)            in the
case of delivery by registered post or recorded delivery, on the date of
delivery as proved by the proof of delivery advice issued by Royal Mail (or
such other postal service providing a registered or recorded delivery service
in place of or in addition to Royal Mail) iii) in the case of any other method
of service, at the time of service actually proved In this clause “Working Day”
means Monday to Friday but does not include Bank Holidays.

15.          Calls

15.1        “Calls”
means calls (including reverse charge calls) made on a line and a line is the
apparatus forming part of the network used by Lucid to connect you to a
telephone exchange.

15.2        Unless
discounted or waived installation charges apply, the agreement for Calls is for
a minimum of 36 months or, if it is longer, the period specified on your signed
Application Form. The period starts on the date you sign the Application Form.
It will be automatically renewed for a further period of 12 months and for
successive further periods of 12 months after that unless either Lucid or you
gives the other written notice of termination at least one month before the end
of the initial or the relevant succeeding period. The General Terms and
Conditions explain how notices must be served.

15.3        If Lucid
discounts or waives any line installation charges then the agreement for calls
will be for a minimum of 60 months rather than 36 months commencing on the date
you sign the Application Form It will be automatically renewed for a further
period of 12 months and for successive further periods of 12 months after that
unless either Lucid or you gives the other written notice of termination at
least one month before the end of the initial or the relevant succeeding
period. The General Terms and Conditions explain how notices must be served.

15.4        Calls are
charged at the rates set out in the Application Form but where prices are not
listed on the Application Form calls will be charged at Lucid’s standard tariff
prices, details of which are available on request.

15.5        If you
cancel the Calls service before it is duly terminated as described above, you
will have to pay whichever is the greater of: (i) £99, and

(ii) an amount equal to the average of the Call charges for
each of the last 3 complete months during which the Calls service was provided
(but if there are less than 3 complete months then the average will be
calculated on a weekly basis and the amount payable will be equal to 4 such
average weeks). This is in addition to any other charge imposed by virtue of
these Terms and Conditions.

16.          Line Rental

16.1        “Line
Rental” means the provision of apparatus forming part of the network used by
Lucid to connect you to a telephone exchange. 16.2 Unless discounted or waived
installation charges apply, the agreement for Line Rental is for a minimum of
36 months or, if it is longer, the period specified on your signed Application
Form. The period starts on the date you sign the Application Form. It will be
automatically renewed for a further period of 12 months and for successive
further periods of 12 months after that unless either Lucid or you gives the
other written notice of termination at least one month before the end of the
initial or the relevant succeeding period. The General Terms and Conditions
explain how notices must be served.

16.3        If Lucid
discounts or waives any line installation charges then the agreement for Line
Rental will be for a minimum of 60 months rather than 36 months commencing on
the date you sign the Application Form or E-Order, It will be automatically
renewed for a further period of 12 months and for successive further periods of
12 months after that unless either Lucid or you gives the other written notice
of termination at least one month before the end of the initial or the relevant
succeeding period. The General Terms and Conditions explain how notices must be
served.

16.4        The fee for
the Line Rental service is the monthly rental set out in your signed
Application Form but where prices are not listed on the Application Form line
rental will be charged at Lucid’s standard rates details of which are available
on request.

16.5        If you
cancel the Line Rental service before it is duly terminated as described above,
you will have to continue paying the monthly service fee up until the end of
the then current period of the Agreement, or £99, whichever is more. This is in
addition to any other charge imposed by virtue of these Terms and Conditions.

16.6        In
addition, if you terminate this agreement prior to the end of the period
specified on the Application form and after your account has been provisioned
(except if you terminate, in accordance with the provisions of this agreement,
as a result of Lucid’s breach or insolvency or winding up), you will reimburse
Lucid for any costs incurred in releasing you from your contractual obligations
with BTTM prior to transferring you to the Lucid service (if applicable).

16.7        Where the
service involves the installation of a new line, Lucid will allocate a
telephone number to that line and, unless you do not require it, will arrange
for one free standard entry to be made in a telephone directory published by BT
or any other operator (as appropriate).

16.8        If Lucid
has an appropriate agreement with your existing service provider, Lucid can
provide, at your request, a telephone line using your existing number as long
as

i)             there
are no technical reasons preventing the use of that number

ii)            the
existing service provider agrees to release the number

iii)           you
authorise Lucid to cancel on your behalf the service on the existing line using
that telephone number

iv)           you
provide Lucid with sufficient information including (but not limited to) the
account name, account number, service address and billing address

v)            you pay
Lucid’s charges for number portability, and number portability is available at
the site

17.          Broadband

17.1        “Broadband”
means all broadband services, including ADSL, SDSL, VDSL, FTTC and FTTP.

17.2        The
agreement for Broadband is for a minimum of 36 months or, if it is longer, the
period specified on your signed Application Form. The period starts on the date
you sign the Application Form. It will be automatically renewed for a further
period of 12 months and for successive further periods of 12 months after that
unless either Lucid or you gives the other written notice of termination at
least one month before the end of the initial or the relevant succeeding
period. The General Terms and Conditions explain how notices must be served.

17.3        The fee for
the Broadband service is the monthly service fee set out in your signed
Application Form.

17.4        If you
cancel the Broadband service before it is duly terminated as described above,
you will have to continue paying the monthly service fee up until the end of
the then current period of the Agreement, or £99, whichever is more. This is in
addition to any other charge imposed by virtue of these Terms and Conditions.

18.          Inbound
Solutions

18.1        “Inbound
Solutions” means services provided via Non-Geographic Numbers (NGNs), such as
fax to email service, inter- active voice response, time of day/day of week
routing, call queuing and outbound call recording services.

18.2        The
agreement for Inbound Solutions is for a minimum of 36 months or, if it is
longer, the period specified on your signed Application Form. The period starts
on the date you sign the Application Form. It will be automatically renewed for
a further period of 12 months and for successive further periods of 12 months
after that unless either Lucid or you gives the other written notice of
termination at least one month before the end of the initial or the relevant
succeeding period. The General Terms and Conditions explain how notices must be
served.

18.3        The fee for
the Inbound Solutions service is the monthly service fee set out in your signed
Application Form.

18.4        If you
cancel the Inbound Solutions service before it is duly terminated as described
above, you will have to continue paying the monthly service fee up until the
end of the then current period of the Agreement, or £99, whichever is more.
This is in addition to any other charge imposed by virtue of these Terms and
Conditions.

19.          Early
Cancellation Charges

Where cancellation charges as described in Clauses 15
(Calls), 16 (Line Rental), 17 (Broadband) and 18 (Inbound Solutions) and in
respect of any other service provided by Lucid apply, such cancellation charges
are cumulative.