Any order for Lumisi Virtual Services that you place with us, whether via our website or via Telephone, will be governed by these terms and conditions. Please read these Terms and Conditions carefully. 1. DEFINITIONS 1.1 In these Terms and Conditions the following words and phrases shall have the following meanings: "Acceptance Date" the date of written (whether printed or electronic) acceptance of your Order by us; "Address" Westminster Chambers 7 Hunter Street Chester CH1 2AR; "Agreement" this agreement comprising these Terms and Conditions and the contents of any Order Form; "Telephone Answering Services" such Telephone Answering Service services as may be offered on the Website from time to time which may include, without limitation, and subject to the terms and conditions set out in this Agreement: (i) the allocation to you of a Number for use by your business; (ii) the answering of Telephone calls to and the taking of messages from calls to the Number; (iii) the transmission of such messages to you whether by email, Telephone, fax, sms text or such other method as may be agreed; (iv) the re-routing of Telephone calls and facsimiles to such number as may be designated by you; "Fees" our fees for Lumisi Virtual Services, as shall be set out on the Website or notified to you from time to time and shall be subject to VAT or other appropriate taxes as appropriate; "Intellectual Property Rights" all intellectual property rights, including, without limitation, patents, utility models, trade and service marks, trade names, rights in designs, copyrights, topography rights, database rights, know-how, trade secrets and confidential information, in each case whether or not registered and including applications for the registration of any of these, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may from time to time subsist anywhere in the world; "Mail Forwarding Services" such mail forwarding services as may be offered on the Website from time to time which may include, without limitation, and subject to the terms and conditions set out in this Agreement: (i) permission to use the Address as your trading address and/or private address and/or registered office; (ii) receipt of mail delivered to you at the Address on your behalf and onward forwarding of that mail to such address as may be designated by you; (iii) signing for recorded mail delivered to you at the Address; "Meeting Room Services" such meeting room access and search facility services as may be offered on the Website from time to time shall be subject to the terms and conditions set out in this Agreement and limited to the provision of online search facilities and contact details for temporary furnished and serviced offices for your use; "Number" a unique Chester area Telephone number or such other numbers as are offered on the Website from time to time; "Order" your order for Lumisi Virtual Services placed in accordance with Clause 2 below; "Order Form" any online order form completed by you and submitted as part of an Order or any record completed by us of a Telephone Order placed by you; "Serviced Office Services" such serviced office search facilities as are offered on the Website from time to time; "Terms and Conditions" these terms and conditions; "Website" the website advertising Lumisi Ltd, currently located at www.lumisi.co.uk "Lumisi Virtual Services" such Mailbox Address, Telephone Answering Services, Mail Forwarding Services and/or Meeting Room Services or Serviced Office Services as may be set out in your Order. 1.2 In the event of any conflict between these terms and conditions and any terms and conditions appearing on an Order Form, these terms and conditions shall prevail. 1.3 In this Agreement: (a) references to "we" and "us" shall be deemed to be references to Lumisi Ltd, a company registered in England and Wales under company number TBC of registered office Westminster Chambers, 7 Hunter Street Chester CH1 2AR (b) Clause headings do not form part of or affect the interpretation; (c) references to any legislation shall include any statutory, or other re-enactment or modification thereof (whether before or after the date of this Agreement); (d) where the context requires, words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (e) references to Clauses are to Clauses of this Agreement; (f) references to parties include references to their respective successors in title, permitted assigns and novatees; (g) references to persons includes any person, firm or company or group of persons or unincorporated body; (h) references to "writing" shall include electronic text, including, without limitation, email. 2. ORDERS AND ACCEPTANCE2.1 Each Order for Lumisi Virtual Services (as such terms are defined below) shall be governed by a separate agreement comprising:(a) your Order Form; and(b) these Terms and Conditions.2.2 Your Order will only be valid if placed via our website (currently accessible at www.lumisi.co.uk) or via Telephone on 01244 503 977. By placing an Order, you agree to be bound by the Terms and Conditions. 2.3 We shall accept Orders at our absolute discretion. 3. REGISTRATION When you register with the Website you warrant that you are over eighteen years of age. You warrant that any information you provide to us about yourself upon registration or at any time will be true, accurate, current and complete and that you will ensure that this information is kept accurate and up to date at all times when you use the Website. 4. TERM 4.1 This Agreement shall commence on the earlier of the Acceptance Date or the date on which we commence providing Lumisi Virtual Services to you and shall continue unless and until terminated by either of us in accordance with this Agreement. 5. PROVISION OF SERVICES 5.1 In consideration of and conditional upon payment of our Fees, we will provide you with Office Rental/Meeting Room Services and/ and/or Telephone Answering Service Mail Forwarding Services in accordance with your Order which shall include: (a) in the case of Telephone Answering Services a licence to use the Number; and (b) in the case of Mail Forwarding Services, a licence to use the Address for your private, trading and/or registered office address (depending on your Order) for the term of, and subject to the terms of, this Agreement. We reserve the right to sub-contract any services. 6. AVAILABILITY OF THE WEBSITE Due to the nature of the internet and the fact that your access to the Website involves features outside our control, we are not responsible for technical problems that you may experience with the Website. However, if you have any technical problems with the operation of the Website, you may contact customer services by Telephone on 01244 503 977 or by email at Virtual@lumisi.co.uk. We do not guarantee that we will be able to assist or resolve any technical problems you may experience. 7. FEES AND PAYMENT 7.1 All Fees are subject to change. We will endeavour to notify you in advance of any change in the Fees applicable to your Order, but, in any event, you agree to check the Website on a regular basis and to be bound by any change in the Fees that may take place from time to time either as stated on the Website or as notified to you. 7.2 You will be required to pay a deposit in advance equivalent to one month's Fee which is non-refundable or repayable in the event of termination of this agreement pursuant to Clause 12.1 but repayable otherwise within 14 days of written request from you after termination of the Agreement. All other set up charges expressed to be payable up front are non- refundable and non-repayable. 7.3 We will issue invoices in respect of all Fees, other than those referred to in Clause 7.2 above, monthly in advance, such Fees to be due and payable immediately by debit as set out in Clause 7.4. 7.4 You agree to and must authorise us to make automatic debit payments from your debit or credit card on the due date in satisfaction of our invoices, either by completion of an appropriate form in a manner required by us or by Telephone authorisation (whichever we, in our absolute discretion, request). If you do not provide such authorisation, we shall not provide you with any Services except with our prior written agreement including agreement as to an alternative method of payment. 7.5 On termination of this Agreement for whatever reason, all Fees in respect of Lumisi Virtual Services provided to you prior to the date of termination shall become due and payable and shall be debited from your credit or debit card (as applicable) following the issue of an invoice by us in accordance with the authorisation completed by you under Clause 7.4 above. In the event that you have paid any Fees Lumisi Virtual Services in advance of receipt of those Services (save for Fees referred to in Clause 7.2 above), those Fees will be set off against any other Fees due from you under this Agreement. In the event that the amount of advance Fees paid by you exceeds the amount of Fees due from you in respect of Lumisi Virtual Services provided to you prior to the date of termination, we will return the amount of such excess within a reasonable time of termination. Notwithstanding the foregoing, in the event we are unable to obtain payment of any unpaid Fees from you within 14 days, we reserve the right to deduct any such unpaid Fees from the Deposit and return any balance to you. 7.6 If, for whatever reason, you do not make payment in full of any Fees on the due date, we reserve the right: (a) on notice in writing (including e-mail) to you to suspend provision of Lumisi Virtual Services until such time as payment is made in full; and (b) to charge interest on all unpaid sums outstanding at the rate of 4% per annum above the base rate of Barclays Bank Plc (or its successors) in force at the due date and such interest will be applied cumulatively from such date until the date of actual payment. 7.7 All payments made via the Website are made via a secure server in connection with Barclays Bank Merchant Services. 7.8 In the event that we are unable to take payment from your credit or debit card for any reason other than genuine expiration of the card you will be charged £15.00 to cover our administrative costs. This amount will be automatically added to your invoice for the current month. 8. CHANGES TO YOUR DETAILS 8.1 Subject to payment of such additional Fees as we consider appropriate, you may amend the address to which we forward your mail under our Mail Forwarding Services and/or the answer message or patch through number or Telephone/fax divert number that we use in respect of our Telephone Answering Service Services, provided that you give us at least 30 days' notice in writing of such change. 9. LIMITATIONS AND RESTRICTIONS ON LUMISI VIRTUAL SERVICES 9.1 Telephone Answering Service In the event that, for whatever reason (including, without limitation, as a result of any marketing or promotional campaign) you envisage a material increase in the volume of calls to be handled pursuant to the Telephone Answering Service, you will notify us in writing as soon as you become aware of the circumstances likely to give rise to such change in volume. Where the expected or actual increase is more than 20% in any one calendar month, above the average monthly volume prior to that month, we reserve the right, on notice in writing to you, to increase the Fees payable in respect of the Telephone Answering Service Services proportionate to the amount of the increase and/or to invoice you for Fees in advance on account of future Fees that may accrue. 9.2 Mailbox Address Services (a) Unless otherwise agreed with you in advance in writing: (i) all mail delivered to you at the Address will be forwarded by first class (or first or second class in the case of packages and parcels) Royal Mail to the address designated by you in your Order as soon as reasonably practicable upon delivery to the Address. (ii) we will be unable to sign for or forward mail delivered to you at the Address at any time other than 9:00 a.m. to 5:00 p.m. Monday to Friday, excluding bank holidays. (iii) mail delivered to you at the Address will not be made available for collection, but will be forwarded as set out in Clause 9.2(a) above. (b) In the event that mail delivered to you at the Address is not marked in such a way that we are able to ascertain from the outside packaging that it is intended for you, we reserve the right to open such mail to determine for whom it is intended. (c) In the event that you believe we have failed to forward mail sent to you at the Address in accordance with this Agreement, you must notify us and the sender in writing as soon as reasonably practicable upon becoming aware of the same and, in the event that we have received such mail and not forwarded it, we will forward it to you (we accept no liability for mail that you cannot prove has been delivered to the Address and, for the purpose of this Clause, proof of postage of mail sent to you at the Address shall not constitute proof of delivery). (d) All risk in mail delivered to you at the Address shall pass to you immediately upon delivery to the Address and it is your sole responsibility to arrange for appropriate insurance cover from such time. (e) We reserve the right in our absolute discretion to withhold from forwarding and/or to pass to any appropriate body or authority including HM Revenue and Customs, DTI and the Police, any mail delivered to you at the Address, without notice to you. (f) You will not arrange for or permit the delivery of any noxious, harmful, deteriorating or dangerous substances to the Address and, in the event that we have reason to believe that any mail item delivered to you at the Address is or may be, in any way, noxious, harmful, deteriorating or dangerous, we reserve the right to dispose of such mail item as we see fit. (g) We reserve the right, at our sole discretion to charge a £5.00 handling fee for all packages and parcels which either: (i) weigh more than 1kg, (regardless of size); or (ii) measure more than 38cm x 25cm, (regardless of weight) (h) We reserve the right, at our sole discretion and on notice in writing to you, to refuse delivery of and return to the sender (at your sole cost) or to withhold from forwarding any mail items delivered to you at the Address that are above 5kg in weight or larger than 50cm in length or larger than 1 metre in girth or multiple items in one delivery or multiple deliveries such as mail promotion, marketing promotion and mail order commercial activities. In the event that we withhold such items from forwarding, we reserve the right to charge you a storage fee pending collection by a courier nominated by you or delivery by us on such terms as may be agreed. (i) In the event that, for whatever reason (including, without limitation, as a result of any marketing or promotional campaign) you envisage a material increase in the volume of mail delivered to you at the Address, you will notify us in writing as soon as you become aware of the circumstances likely to give rise to such change in volume. Where the expected or actual increase in mail delivered to you at the Address is more than 20% in any one calendar month (above the average monthly volume prior to that month), we reserve the right, on notice in writing to you, to increase the Fees payable in respect of the Mail Forwarding Services proportionate to the amount of the increase and/or to invoice you in advance on account of future Fees that may accrue. (j) Without prejudice to Clause 9.2 (i) above, unless otherwise agreed in advance and in writing, the Mail Forwarding Services may not be used in any direct marketing campaign which is likely to result in more than 40 items of mail being delivered to you at the Address in any one calendar month. (k) You may not use the Address for the purposes of registering with the UK electoral register. (l) You may not use the Address for the purposes of attending procuring or conducting meetings with any persons whatsoever, for attracting persons to the Address and, for security purposes, you must not carry or use photographs of the building at the Address. (m) You may not use the Address for your personal purposes. (n) You may not use the domain names on the Website or any of our trade marks, service marks or designs for your personal or commercial purposes. (o) When disclosing the Address to any third party (including in advertisements) you may not add any additional information, including but not limited to floor or studio numbers for any purposes. 9.3 Meeting Room Services (a) Meeting Room Access Services are provided by a third party. By using those Services, you agree to abide by such terms and conditions with the third party as may apply from time to time. (b) You acknowledge and agree that, should you wish to reserve any such offices, you will be required to agree to the terms and conditions with the third party, or such other third party as offers those offices for hire. (c) We accept no responsibility for the quality or availability of service provided by the third party or such other third party as may offer offices for hire via the Meeting Room Access Services. 9.5 CONTACT DETAILS AND AMENDMENTS 9.6 You must notify us immediately in writing if there is any change to your contact details as set out in your Order or to the credit or debit card details provided to us in accordance with Clause 7.4. 9.7 Save as may be expressly provided elsewhere in this Agreement, we reserve the right to amend the Terms and Conditions from time to time without notice to you and you agree to be bound by any such changes in your subsequent use of Lumisi Virtual Services. We therefore recommend that you review the Terms and Conditions from time to time. 10. WARRANTY 10.1 You warrant that you will not use Lumisi Virtual Services for any unlawful, fraudulent or immoral or similar purposes or in connection with any business that is in breach of any applicable legislation (primary and subordinate), rules, regulations or orders of applicable authorities or in competition with the Services offered by us. 10.2 You will not during or after the term of this Agreement carry out any act or make any omission (whether in respect of use of the Address and/or any Number allocated to you under this Agreement or otherwise) that may damage the goodwill or reputation of the Address and/or the Number and/or our business or may bring the Address and/or the Number and/or our business into disrepute. 11. INDENNITY You agree to indemnify and keep us indemnified against all actions, claims, proceedings, costs, damages and expenses (including, without limitation, legal fees) arising out of the breach of any of the warranties contained in Clause 3 and Clause 10. 12. TERMINATION 12.1 We may immediately terminate this Agreement at any time by notice in writing to you if: (a) we suspect that you are or may in the future use Lumisi Virtual Services in breach of the warranties set out in Clause 3 and Clause 10 above; (b) you are in material breach of any of your obligations under this Agreement which you have failed to remedy (if remediable) within 21 days of written notice requiring you to do so; or (c) you are or become unable to pay your debts as they fall due or suspend or threaten to suspend payment of your debts, if a trustee, administrator or other receiver or encumbrance is appointed or takes any steps with a view to taking possession of all or any part of your assets, you are or become insolvent or convene or propose to convene a meeting of your creditors or any steps are taken concerning your insolvency or any similar steps are taken in respect of your bankruptcy or insolvency. 12.2 Either party may terminate this Agreement on no less than 30 days' notice in writing to the other. 12.3 Termination shall be without prejudice to the accrued rights of the parties as at the date of termination. 13. EFFECT OF TERMINATION 13.1 On termination of this Agreement for any reason: (a) we will cease to provide Lumisi Virtual Services to you; and (b) you will cease all use of the Address and any Number allocated to you under this Agreement and will, at our sole option and discretion, either destroy or deliver to us all stationery, business cards, promotional and other materials in your possession bearing such Address and/or Number, remove all references to the Address and such Number including, without limitation, from your website and electronic mail and cease all marketing and promotional activities utilising our office services, address and number; and (c) you will immediately notify all your business contacts and if appropriate Companies House and any other regulatory authority of your change of address and number; (d) all mail held or received by us on your behalf on or after the date of termination will, at your option to be notified to us in writing within 7 days of termination of this Agreement, either be returned to the sender or, for a period of no more than 1 month, be forwarded to you at a Fee to be notified by us at that time. 13.2 Termination of this Agreement for whatever reason shall be without prejudice to any cause of action which has accrued to any party prior to expiry or termination. 14. CONFIDENTIALITY 14.1 Each party shall keep confidential and not without the disclosing party's prior written consent disclose to any third party any information of a confidential nature received from the disclosing party which relates to the business of that party whether or not such information is marked as confidential ("Confidential Information"). 14.2 The obligations set forth in Clause 14.1 shall survive the variation, renewal or termination of this Agreement but shall cease to apply to any information which has come into the public domain through no fault of the recipient, is lawfully received by the recipient from a third party free from any obligations of confidence, is independently developed by the recipient, or is required by law, court or governmental order to be disclosed. 14.3 Save as may be expressly provided in this Agreement, we will treat all mail delivered to you at the Address and all information received from callers to any Number allocated to you under this Agreement as Confidential Information and will hold the same subject to the obligations set out in this Clause. 15. INTELLECTUAL PROPERTY RIGHTS 15.1 Nothing in this Agreement is intended to or shall be deemed to transfer any Intellectual Property Rights in the Address or the Number to you. Any goodwill that may arise by virtue of your use of the Address and/or the Number shall vest in us automatically upon creation. 16. LIMITATION OF LIABILITY 16.1 You acknowledge and agree that we may use third parties to provide any or all of Lumisi Virtual Services. We will endeavour to maintain the availability of such Lumisi Virtual Services services as may be provided by, or dependant on, third parties, however, you acknowledge and agree that we cannot guarantee the continued availability of such Services and that, save as provided in Clause 16.4, we have no liability to you in respect of Lumisi Virtual Services provided by third parties, including, without limitation, for any interruptions or delays in those Services. 16.2 Save as provided in Clause 16.4, in no event will we be liable to you for any indirect, special or consequential loss or damage arising out of or resulting from the performance or breach of this Agreement. 16.3 Save as provided in Clause 16.4, our liability arising out of or in connection with this Agreement, whether in contract, tort or otherwise, shall in no circumstances exceed the total amount actually received by us under this Agreement in the six months preceding the date such liability arose or, where the period from commencement of this Agreement to accrual of liability is less than six months, the total amount estimated due and payable by you in the first six months of this Agreement. 16.4 Nothing in this Agreement shall be construed as limiting any party's liability for fraud or for death or personal injury caused by its negligence or the negligence of its employees, agents or sub-contractors. 17. COMPETITION 17.1 During the continuance of this Agreement and for a period of six months after termination, you will not (whether directly or indirectly and operating by yourself or by agents, sub-contractors or group companies) provide any service which may compete with the Lumisi Virtual Services. 18. DATA PROTECTION AND PRIVACY 18.1 We will store and process your data received from you under this Agreement in accordance with the provisions and obligations imposed by the Data Protection Act 1998. 18.2 We do not use any form of cookies in attempting to track viewers of the Website. 18.3 We reserve the right to disclose your data received from you if we are required to do so by any competent court or regulatory body, without notice to you. If we are required to disclose your data in accordance with this Clause 18 we will attempt to notify you of such fact as soon as it is reasonably practical to do so. 18.4 You agree that we may contact you to notify you of changes to, or information about, Lumisi Virtual Services and any other services that we may offer from time to time. You also agree that, unless and until you notify us in writing of your objection, we may share data received from you with our group companies and companies with whom we have a business relationship who may contact you from time to time with information that they believe may be of interest to you. 19. ASSIGNMENT AND GRANT OF THIRD PARTY RIGHTS 19.1 This Agreement is personal to you and may not be assigned or transferred in whole or in part without our prior consent in writing, which consent shall not be unreasonably withheld. It is agreed that it would be unreasonable to transfer this Agreement to any person, firm or company (or any third party) who is competing or might compete with our business. 19.2 We may assign, licence or sub-contract such of our rights and obligations under this Agreement to such third party or third parties as we, in our absolute discretion, desire, without notice to you. 20. NOTICES 20.1 Any notice or communication under or in connection with this Agreement shall be in writing (and, unless such notice is in electronic form, shall be signed by the party by whom it is given). 20.2 Any notice or communication under or in connection with this Agreement shall be delivered personally, or by post (using registered mail) or facsimile or electronic mail to the respective addresses, facsimile numbers or electronic mail addresses given below or such other address, facsimile number or electronic mail addresses as either party may notify to the other from time to time. 20.3 In the case of notices or communications sent by post, proof of delivery using registered mail shall constitute proof of receipt, in the case of notices or communications delivered by facsimile, a facsimile confirmation report shall constitute proof of receipt and in the case of notices or communications delivered by electronic mail, an electronic delivery report shall constitute proof of receipt. The date of receipt shall be: (a) in the case of a notice delivered personally, upon delivery to the relevant addressee; (b) in the case of a notice sent by post, on the date of delivery, as confirmed by the proof of delivery from the registered postal service provider; (c) in the case of facsimile on the date on which the facsimile is transmitted by the sender according to the facsimile confirmation report; and (d) in the case of electronic mail on the date on which the electronic mail is transmitted by the sender according to the electronic mail delivery report. 20.4 The addresses for notice under this Clause shall be: (a) Us: Address: Westminster Chambers, 7 Hunter Street Chester CH1 2AR Facsimile: 01244 503 977 Email: Virtual@lumisi.co.uk Attention: Legal Department (b) you: such address, facsimile, email and attention details are as set out in your Order. 21. RELATIONSHIP 21.1 Our relationship is that of independent contractors dealing at arm's length, and nothing in this Agreement shall constitute either of us as partner, agent or representative of the other. 22. INVALIDITY AND SEVERABILITY The invalidity or unenforceability of any Clause or part of Clause shall not affect the validity or enforceability of the remaining Clauses or parts of that Clause. Any Clause or part of a Clause that is held by a court of competent jurisdiction to be invalid or unenforceable shall be deemed deleted from this Agreement and, without prejudice to the foregoing, on such deletion, the parties shall agree in writing such amendments to this Agreement as may be necessary for the continued validity and enforceability of the remaining Clauses. 23. WAIVER OF REMEDIES The failure of either party to enforce at any time or for any period of time any Clause of this Agreement shall not adversely affect its right thereafter to require complete performance by the other party. 24. VARIATION Unless expressly stated otherwise in this Agreement, no amendment or variation to this Agreement as proposed by one party shall be valid unless in writing and unequivocally accepted in writing by the other. 25. ENTIRE AGREEMENT The terms of this Agreement supersede all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to Lumisi Virtual Services that are the subject matter hereof. 26. RIGHTS OF THIRD PARTIES A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this shall not affect any right or remedy of a third party which exists or is available apart from that Act. 27. SET OFF You shall not be entitled to set off any monies due or owing or claimed by you to be due by us to you against monies due or owing by you to us. 28. INTERNATIONAL USE We make no representation that materials on the Website are appropriate or available for use in locations outside the United Kingdom and accessing the Website from territories where its contents are illegal or unlawful is prohibited. If you choose to access the Website from locations outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws. 29. MATTERS BEYOND OUR CONTROL We shall not be held liable for any breach of these Terms and Conditions caused by circumstances out of our control, including acts of God, fire, lightning, flood or extremely severe weather, explosion, war, disorder, industrial disputes (whether or not involving our employees) network failures, or acts of local or central Government or other competent authorities. 30. GOVERNING LAW AND JURISDICTION 30.1 This Agreement shall be construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.