Between DPS - DataPro Service Limited and The Supplier

1. PROVISION OF THE SERVICES The Supplier shall supply the services described in the "Telephone Monitor User Guide" on a non-exclusive basis to DPS upon the terms set out in the "Telephone Monitor User Guide". Payment shall be for the number of minutes actually supplied to DPS. The services shall be supplied to the best of the Supplier’s skill and ability. DPS shall be under no obligation at any time to request the supply of services. Subject to the above, the Supplier shall be free to accept work for other companies.

2. LOYALTY The supplier will not promote, sell or in any way discuss other services or products with callers to the service. This includes but is not limited to other premium rate telephone services. Any supplier found to be promoting or selling unauthorised services or products will have their contract terminated immediately. The supplier may also be liable to a claim for loss of profits arising from their actions.

3. PAYMENT No payment shall be due from DPS to the Supplier hereunder unless and until the Supplier shall have delivered to DPS an invoice. DPS will produce a weekly invoice on behalf of the Supplier upon request. .

4. TERMINATION This agreement may be terminated by DPS forthwith on notice in writing to the Supplier. The Supplier may terminate the agreement forthwith on notice in writing to DPS.

5. COPYRIGHT All and any rights of copyright, design, patent, trademarks or any other intellectual property rights or any voice recordings created by the Supplier are hereby as beneficial owner assigned to DPS free of charge.

6. CONFIDENTIALITY Both DPS and the Supplier have a duty to keep secret all information given or gained in confidence. The Supplier agrees not to either during the appointment or after its termination disclose to anyone any confidential information concerning the affairs of DPS. DPS is registered under the Data Protection Act and will only disclose information concerning the supplier to recognised authorities.

7. TAXATION DPS shall have no liability for any tax or similar payments in respect of the sums paid by DPS to the Supplier pursuant hereto. The Supplier will keep DPS indemnified against any claim for taxation or national insurance (including interest and penalties) or any similar taxes or levies arising by reason of the payments made by DPS to the Supplier to any person engaged by the Supplier.

8. ICSTIS The Supplier warrants that they have read the current edition of the ICSTIS (Independent Committee for the Supervision of Standards of Telephone Information Services) code of practice, and all requirements of the code of practice are understood. The Supplier shall comply with all requirements of the code of practice at all times. The Supplier confirms that they have received adequate training in accordance with the requirements of the ICSTIS code of practice.

9. AGE The Supplier warrants that at the time of entering into this agreement with DPS they are over the age of eighteen.

10. INDEMNITY The Supplier shall indemnify DPS against any claims demands expenses or liability which DPS may incur arising out of or in connection with the use to which DPS may put the services performed by the Supplier or any infringement or alleged infringement.

11. LAW This agreement shall be construed in accordance with the laws of England and the High Courts of Justice in London shall be the sole courts of competent jurisdiction.