1.	DEFINITIONS
1.1	"TxTBox" shall mean the self-service text messaging service and all proprietary components owned and / or licensed by ISL for which AF is granted a licence, pursuant to this Agreement.
1.2	"Services and Products" refers to TxTBox, ISL Wireless Gateway, Software, Template Products and Services, Consultancy services, all directly and / or indirectly owned/licensed Content and all associated SMS/MMS licence and support services pursuant to this Agreement.
1.3	"SMS" shall mean Short Message Service that is a character based service and accommodates a maximum 160 characters per message and is free to receive for the recipient.
1.4	"PSMS" shall mean Premium Short Message Service that is a character based service and accommodates a maximum 160 characters per message and costs the recipient to receive.
1.5	Licence Fee" shall mean the one-time fee paid for a Silver, Gold or Platinum TxTBox service.
1.6	"SMS Cost" refers to the cost of the delivery of a single SMS via TxtBox.
1.7	"PSMS payout" shall mean the payout received by you on delivery of a single PSMS via TxtBox.
1.8	"Package" refers to the level of service you subscribe to within TxtBox, each Package having a defined Licence Fee, SMS Cost and PSMS Payout.
1.9	"Commercial Terms" shall mean the terms within this Agreement.
1.10	"Commencement Date" shall mean the date from which this Agreement is accepted by you as based upon your registration with TxtBox.

2.	CHARGES & INVOICING
2.1	All charges are in pounds sterling and exclude VAT, which will be applied at the appropriate rate, where applicable.
2.2	Upon payment of any fees, whether for a Licence Fee or for SMS Costs or for any other reason, you will be issued with a valid invoice in PDF format to the email address associated with your account.  It is your responsibility to ensure that you maintain an operational email address associated with your account and that you have the correct software to view the PDF.

3.	SMS COSTS
3.1	The appropriate SMS cost, as defined by your Package, will be charged to your account for every correctly delivered SMS, as notified to TxtBox by the relevant Mobile Network.
3.2	No charge will be made for sent but non-delivered SMS.

4.	PSMS REVENUE
4.1	PSMS Revenue will be accrued to your account for each correctly delivered PSMS, as notified to TxtBox by the relevant Mobile Network.
4.2	PSMS Revenue will be shown on your account as "un-cleared funds" until 30 days after the month in which the PSMS was delivered, at which point it will be transferred to "cleared funds".
4.3	Up to 90% of "Un-cleared funds" may be used to accommodate SMS Costs.
4.4	"Un-cleared funds" may not be withdrawn or used for any other purpose.

5.	MESSAGE CONTENT
5.1	TxtBox processes messages on an automated basis.
5.2	TxtBox is not responsible for the contents of a message or of its accuracy.
5.3	TxtBox transmits messages in good faith and cannot be held responsible for the views or opinions of any message content, save for administrative messages generated by TxtBox.  Examples of such administrative messages are account confirmation emails, service change emails and SMS messages, and monthly billing emails. 

6.	APPROPRIATE USE OF SERVICE
6.1	When you register, you must submit correct information regarding your identity, organisation and address details.
6.2	It is not permitted to use any of the TxtBox services for illegal or unreasonable activities.
6.3	Customers must not send threatening or demeaning messages.
6.4	TxtBox does not permit SMS "spam" or the engagement in unsolicited bulk messaging.
6.5	Deliberate misuse of TxtBox, including obtaining message credits by deceit, is not permitted.
6.6	You must agree to conform to the relevant legislation associated with the provision of premium rate telecommunications services.  For more information we recommend that you review a set of guidelines from the Independent Committee for the Supervision of Standards of Telephone Information Services (ICSTIS).
6.7	Breach of any of the terms 6.1, 6.2, 6.3, 6.4, 6.5, 6.6 may result in the immediate closure of your account.
6.8	In the event of closure of your account under term 6.7, any outstanding monies will fall due immediately and any PSMS Revenue owed will be forfeit.  Furthermore, you agree to indemnify us against any costs or losses we may incur as a result of any claims or legal proceedings that are brought or threatened against us by any third party.

7.	SECURITY
7.1	During registration, you will be issued with a username and password.  You are responsible for keeping this information confidential and agree to take all necessary steps to ensure that it is kept secret and not disclosed to any unauthorised person.
7.2	If you believe that your username or password has been discovered or is being misused by someone else, then you must tell us immediately and take all steps necessary (or requested by us) to prevent such use.
7.3	If we think there is likely to be a misuse of the Services because of a breach of security we may either suspend your use of the Services or change your password and then notify you of this. 

8.	FREE SMS
8.1	Free SMS credited to your account as part of an offer associated with your Package during registration or for any other reason from time to time have no financial value.

9.	RETENTION OF TITLE AND INTELLECTUAL PROPERTY RIGHTS
9.1	You agree to enter into any software license agreement reasonably required by TxtBox in respect of any software made available to you under this agreement.
9.2	You acknowledge and agree that all intellectual property rights in the services and any associated software are vested and shall remain vested in TxtBox, or its suppliers, as appropriate.

10.	FORCE MAJEURE
10.1	 We are not liable for any failure to perform our obligations if we are prevented from doing so by an event beyond our reasonable control (which may include, without limitation, strikes; labour disputes; acts of God; war; riot; civil action; malicious acts or damage; compliance with any law, governmental or regulatory order, rule, regulation or direction; any act or omission of any government or other competent authority; accident; equipment or services failure, including the unavailability of third party telecommunications services, lines, or other equipment; fire; flood or storm). 

11.	DATA PROTECTION AND PRIVACY
11.1	 TxtBox undertakes to comply with all applicable UK Data Protection legislation. We operate a privacy policy and reserve the right to publish the names and logos of our customers in our marketing material. We do not pass on your organisation’s details to others except where necessary for the purpose of credit checking and setting up continuous payment authority.

12.	TERMINATION
12.1	 You may cease use of the TxtBox service at any time without notice, except where noted elsewhere within this Agreement.
12.2	 TxtBox reserves the right to suspend your use of the TxtBox service or any components thereof without notice in the event of inappropriate use of the service.

13.	CONTRACTS & GOVERNING LAW
13.1	 As a customer of a UK business you are protected by UK law.  In particular we seek to meet our obligations under:
-	The Trades Description Act 1968
-	The Sales of Goods Act 1979
-	The Unfair Contracts Act 1977
-	The Supply of Goods and Services Act 1982
-	The Consumer Credit Act 1974
-	The Consumer Protection Act 1987
-	The Data Protection Act 1998
13.2	 Under this agreement you agree to submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out of or in connection with the service.

14.	VARIATION
14.1	 TxtBox reserves the right to vary the terms of this Agreement or the nature of the Service at any time.  TxtBox will inform you of any such changes through email, or such other medium, as TxtBox considers appropriate.

15.	ENTIRE AGREEMENT
15.1	 The Agreement constitutes the entire Agreement between us and you.

16.	LIMITATION OF LIABILITY
16.1	SMS & PSMS are inherently unreliable and you understand that TxtBox cannot guarantee or promise message delivery within a specific timeframe or at all.
16.2	You explicitly agree not to use the TxtBox service for the delivery of time sensitive messages or any message where non delivery or non timely delivery may have any material impact on the message recipient or any other person or organisation.
16.3	TxtBox explicitly disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
16.4	In no event shall TxtBox be liable for and damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss), even if TxtBox has been advised of the possibility of such losses.
16.5	We do not limit our liability if you die or are injured as a result of our negligence or you suffer loss as a consequence of any fraud by us. 
16.6	We shall not be liable to you in contract, tort (including negligence) or otherwise for any damage or loss arising from the consequences of viruses received by you via the Services or of our failure to provide the Services in accordance with these Terms and Conditions; or any economic losses (including loss of business, contracts, profits, revenues, capital or anticipated savings), any indirect, special or consequential loss, loss of data, goodwill or reputation or for any wasted expense including but not limited to the cost of using any other service or losses caused by viruses. 
16.7	Except for our liability for death or injury as a result of our negligence any liability we may have to you whether in contract, tort (including negligence) or otherwise for any loss or damage suffered by you in relation to the provision of the Services is limited to £500 in any 12 month period.