Revernet

● Customer Application Form

Please complete the details below so that we can process your application

Title :
First Name * :
Surname * :
Address* :


Post Code * :
Country :
Company Name :		VAT registered :	Yes No
Telephone :		Mobile :
Fax :		Email * :

Please select the service of your choice:
Service Type :	Adult Chat Psychic Chat Soft Chat

Keywords : Please list the top three preferred keywords of your choice.
1^St Choice :
2^nd Choice :
3^rd Choice :

Tariff :	£1.50 £1.00	Further Tariff’s are available on request.

Would you like to add any initial free messages for end users who join your service? These messages are deducted from your revenue at five pence each.

Specific Requirements :


Revernet Agreement :
Please read the terms and conditions set out below. We will also send a copy of the contract that will require a signature.
THE PARTIES AGREE AS FOLLOWS: : Interpretation Definitions In this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings: "Acceptance" acceptance by the Client of the Service as described at clause 5; “Acceptance Date” the day on which Acceptance takes place "Agreement" this document including the Schedules hereto; "Business Day" any weekday (excluding Saturdays and Sundays) on which banks are ordinarily open for business in the United Kingdom; "Confidential Information" all information regarding Client data, trade secrets or confidential operations, processes, methodologies, dealings, details of the Service (including its source code) and its operation and any other information concerning the organisation, business, Clients, finances, transactions or affairs of each Party (including the contents of this Agreement) except for information which is in the public domain at the date of this Agreement or subsequently comes into the public domain otherwise than as a result of a breach of clause 10 of this Agreement; “Delivery Date” means the dates as defined in Schedule 6 of this Agreement. "Effective Date" the date of this Agreement; "Force Majeure" any event or circumstance beyond the reasonable control of either Party, including but not limited to acts of God, war, electricity failures, server failures, computer malfunctions, civil hostilities, act or threat of terrorism, damage (including, but not limited to, the effects of a Virus), political unrest, governmental action, strike, boycott, embargo, industrial dispute or disturbance, fire, flood, explosion, adverse weather or atmospheric conditions, abnormal operating conditions or accident; "Group" in relation to either Party (as the context may require) its subsidiaries and holding companies and its holding companies' other subsidiaries as the terms "holding company" and "subsidiary" are defined in s 736 Companies Act 1985. For the avoidance of doubt, references to members of either Party's Group shall include the relevant Party itself; "Intellectual Property Rights" all intellectual and industrial property rights anywhere in the world including, without limitation, any invention, patent, design or utility model rights, any copyrights and trade marks, service marks, database rights, domain names, topography rights, commercial or confidential information, know-how or trade secrets, and any other rights of a similar nature or effect whether or not any of the same are registered, and the right to apply for any of them; "Loss" any damages, loss, costs (including but not limited to legal costs), claims, charges, penalties or expenses (including, without limitation, any loss of profits, loss of business, loss of goodwill, destruction or corruption of data, or any indirect or consequential loss); "Party" either the Client or Revernet; Where the context so admits, words denoting the masculine gender shall include the feminine or the neuter and vice versa and words denoting the singular the plural and vice versa. The terms “hereof”, “herein”, and “herewith” or words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Schedules hereto) and not to any particular provision of this Agreement. A reference to any statute, enactment, order, regulation or other similar instrument will be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re enactment thereof. Headings are included in this Agreement for ease of reference only and will not affect the interpretation of this Agreement. References to clauses and Schedules are, unless otherwise provided, references to clauses of and Schedules to this Agreement. Unless the context otherwise requires, references in this Agreement to a "person" shall be construed as a reference to any individual, firm, company, corporation or any association or partnership (whether or not having separate legal personality). "Virus" any virus or other contaminant (including but not limited to bugs, worms, logic bombs, Trojan horses or any self-propagating or other similar program) that may infect or cause damage to either Party's computer systems or any data stored thereon. Where the context so admits, words denoting the masculine gender shall include the feminine or the neuter and vice versa and words denoting the singular the plural and vice versa. The terms “hereof”, “herein”, and “herewith” or words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Schedules hereto) and not to any particular provision of this Agreement. A reference to any statute, enactment, order, regulation or other similar instrument will be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re enactment thereof. Headings are included in this Agreement for ease of reference only and will not affect the interpretation of this Agreement. References to clauses and Schedules are, unless otherwise provided, references to clauses of and Schedules to this Agreement. Unless the context otherwise requires, references in this Agreement to a "person" shall be construed as a reference to any individual, firm, company, corporation or any association or partnership (whether or not having separate legal personality). : Customer Obligations The Client will not act as an Revernet Product or Service Reseller unless written permission has exclusively otherwise been sought from Revernet. The Customer shall at all times throughout the duration of this Agreement ensure that all publicity and/or promotional material issued by it or on its behalf in respect of or in connection with the Customer's service and associated services complies in all respects with all Codes of Practice. The Customer shall ensure that, before any Service User requests a Short Message from Revernet; the Service User is provided with: an adequate description of the services being provided by Revernet to any Service User; sufficient information to make the Service User aware of: the identity of the Customer (details to include a contact address or non premium rate helpline number in the UK); the cost to the Service User of Short Messages, both sent and received; the frequency and number of Short Messages that will be received in response to a request for multiple Short Messages (unless the number of Short Messages is indefinite, in which case this fact should be made clear); and the Service User’s rights to cancel any request for multiple Short Messages; information sufficient to make Service Users aware of the arrangements for payment for receipt and sending of Short Messages (i.e. that charges will be made via the Service User’s mobile phone bill, or deducted from the Service User’s mobile phone credit (as appropriate); sufficient information to make Service Users aware of contact details for customer care run by Revernet and that if they have a complaint relating to the provision of the service (i.e. not relating to the Networks’ or Revernet’s systems or infrastructure) they should contact the Customer and not the Networks or Revernet. In this regard, the Customer shall have a customer care line charged at no more than UK national rate operational during UK business hours. In any publicity or other promotional activity the Customer shall not state or imply any approval by any of the Networks or by Revernet (or any associated company of the Networks or Revernet) of any Short Message nor refer to the Networks or Revernet in any way without the express written approval of a duly authorised officer of Revernet. The Customer shall ensure that after a Service User makes a request for multiple Short Messages, the Service User has the right and the capability (and is aware that he has that right and capability) at any time to cancel such multiple requests with immediate effect following which cancellation any communication (including but not limited to Short Messages) sent via Revernet to the Service User should be free of charge to the Service User and the Customer should ensure that such cancellation capability is available to the Service User in the same format (i.e. either via the Internet or via Short Message) as the Service User originally made the multiple request. In particular, the Customer shall ensure that all advertising specifies how the Service User may cancel his subscription with immediate effect. The Customer shall not at any time provide any advertising the provision of which is or may be a criminal offence or which infringes or may infringe any third-party intellectual property rights or is or may otherwise be unlawful under or by virtue of any rule of common law or equity or under any enactment for the time being and from time to time in force or involves a wrong actionable at the suit of any person or the provision of which is or may be contrary to any Codes of Practice or any of them and the Customer will immediately cease to convey, at Revernet's oral or written request, any advertising which Revernet considers may have been provided in breach of this Agreement. Without prejudice to the generality of the foregoing, the Customer shall not at any time provide any advertising of a keyword to Service Users (a) as a means of contracting for the sale of, or billing Service Users for goods; or (b) for facilitating, promoting or operating competitions, lotteries or prize draws; or (c) where the service provided by the Customer is not supplied directly and in its entirety through the Service User’s mobile phone by reverse-billed SMS. This section (c) therefore disallows, without limitation, charging Service Users for passwords providing access to information on the internet; or (d) to advertise or market any of its services which have not been solicited by the relevant Service User, except with the written approval of Revernet. The Customer shall ensure that before any Short Message is made available by Revernet all such rights, authorisations, licences, consents and permissions have been obtained or granted and all such requirements of law or of any Regulatory Body or the Office of Telecommunications or any other competent authority or public body have been complied with as may be necessary and sufficient to enable access to the SMS Facility and for all Short Messages to be made available to Service Users. The Customer shall, subject as provided in Clause 15.3 hereof, indemnify and keep fully and effectually indemnified Revernet and all members, officers, servants and agents of Revernet against all liabilities (including damages, expenses and costs), actions, proceedings, claims and demands and all alleged claims and demands whatsoever arising directly or indirectly out of or in consequence of the promotion of the Customers keyword and/or the associated services of the Customer. Where a Network makes any refund to a Service User in respect of Short Messages sent to or by such Service User relating to services provided by the Customer (whether on an ex-gratia basis or otherwise) and obliges Revernet to make a refund to the Network in respect of such refund to a Service User, the Customer shall reimburse Revernet for all such monies paid by Revernet to the Network and Revernet shall be entitled to deduct any such reimbursement from monies payable by Revernet to the Customer. Such reimbursement shall amount to the actual amount of monies paid by Revernet to the Network and not just the monies Revernet has paid or is obliged to pay the Customer in respect of the relevant Short Messages. The Customer shall provide to Revernet such assistance and/or information as Revernet may from time to time reasonably require in order to comply with all or any requirements and conditions at any time and from time to time imposed by law in the UK or by any licence under the Telecommunications Act 1984 or by any Regulatory Body, or by the Office of Telecommunications, or by its contractual obligations to the Networks, or by any other competent authority or public body which are or may be applicable to or affect any Short Message and/or the SMS Facility. The Customer shall throughout the duration of this Agreement submit to Revernet for prior approval all proposals for publicity for Short Messages and associated services and supply such information as Revernet may from time to time require in respect of the Customer's marketing activities in relation to the Customers keyword from time to time. In particular, the Customer shall give Revernet four working days’ notice in writing before advertising on television any services associated with the Customers keyword. The Customer shall not at any time assign, transfer or sub-contract this Agreement or any part thereof to any other person without the written consent of Revernet. Without prejudice to the foregoing and notwithstanding any assignment, transfer, sub-letting or sub-contracting, the Customer shall continue to be liable and responsible to perform the obligations of the Customer hereunder and Revernet’s rights shall remain unaffected. The Customer shall ensure that no person other than the Customer gains access at any time to the statistics Facility. The Customer shall at all times throughout the duration of this Agreement comply in all respects with all Codes of Practice and the Customer hereby irrevocably submits to the jurisdiction of all Regulatory Bodies. Revernet shall not be liable for any fines or penalties incurred as a result of the Customer not following ICSTIS guidelines or regulations, or through any reason not directly related to Revernet. The Customer shall on request at any time, and from time to time, produce evidence satisfactory to Revernet that each Service User has requested the supply of, and agreed to the payment and other conditions in relation to, the Short Messages which Revernet may send to the Service User from time to time. The Customer shall not send any unsolicited SMS to any User where the service has not been requested by the User previously, unless such Service User has requested the same and has agreed as provided in this Clause by (a) requesting such Short Message by a data message sent by the Service User, the mobile subscriber number of which is provided automatically by the Revernet SMS Server or (b) such other method as agreed in writing, in advance, by Revernet. The Customer shall not advertise both non adult and adult services on any keyword connected to an adult related Shortcode. The Customer shall not cause, nor knowingly allow others to cause, any nuisance, annoyance or inconvenience, whether to Revernet, the Networks or any of the Networks’ respective customers, by any means including the use of an SMS Facility for sending unsolicited communications. Without prejudice to Revernet's rights under this Agreement the parties hereby expressly agree that any breach of any of the provisions of this Clause 4 shall entitle Revernet to bar access to the SMS Facility and/or to cease to convey any Short Message or associated services in whole or in part at any time and without notice and Revernet reserves the right to regard any breach of any of the provisions of this Clause 4 as a material breach of this Agreement for the purposes of Clause 13.1.2 hereof. : Financial Provisions Revernet agrees to supply the Customer with the use of one keyword, chosen by the Customer and subject to availability, and free of monthly charges. Keywords that do not accumulate volumes in any three month period may be allocated to other Clients if requested. On each Calculation Date Revernet will calculate the number of Short Messages conveyed to Service Users by means of the Customers keyword and the relevant Network during the relevant period and will calculate the payment due to the Customer in respect thereof ("Service Revenue") in accordance with Revernet's tariff. Subject to Revernet’s rights under Clause 8.2 below, Revernet will calculate the Service Revenue up to the Calculation Date in each calendar month period (or proportionate part thereof) and Revernet will pay to the Customer all Revenue accrued in such calendar month period, 60 days following the calendar month which is the subject of the calculation, provided always that Revernet shall not be obliged to make any such payment in respect of any Short Message unless and/or until Revernet has received payment in full in respect thereof from the Service User, the Networks or the relevant service provider to whom the payment is due from the Service User (as appropriate) but without prejudice to the other rights of Revernet and obligations of the Customer. The Customer acknowledges that the Networks are unable to always bill their subscribers 100% of the time for receipt of each Reverse Billing SMS or Premium SMS. Consequently revenue outpayments may fall below their expected levels. In the event that any Regulatory Body imposes any fine on the Customer and/or Revernet or requires the Customer and/or Revernet to pay any charge or other sum, which applies or relates or may apply or relate to the business or activities of the Customer, then Revernet shall be entitled to withhold or deduct a sum equal to such fine, charge or sum from any sums payable to the Customer under this Agreement and to pay the same to the relevant Regulatory Body. Each payment made by Revernet to the Customer under this Agreement shall be accompanied by a statement showing the details of the calculation of the Service Revenue generated in respect of the Short Messages conveyed by way of the SMS Facility to Service Users during each charge period in each calendar monthly period (or proportionate part thereof). A charge of 0.08 GBP will be deducted for all bulk SMS sent to each Service User in connection to the Customers keyword. These messages cover spent reminders, free service information messages and inactivity messages. : Duration This Agreement shall commence on the Effective Date and (subject to earlier termination in the manner hereinafter provided) shall continue in force until terminated by either party. : Licence Revernet grants the Client a non-exclusive licence, to use the Service in accordance with the terms and conditions of this Agreement. : Limitation of Liability To the extent so permitted by law and except as expressly set out in this Agreement, all representations, guarantees, undertakings, conditions and warranties, expressed or implied, statutory or otherwise, in relation to the Service and the Support Services are hereby excluded. Revernet shall not be liable for any consequential, indirect or economic loss including but not limited to loss of profits, loss of revenue, loss of business or loss of contracts whether foreseeable or not and whether sustained by the Customer or any other person. : Client's Representations The Client represents and warrants that it has all necessary power, authorities and consents to enter into this Agreement and to appoint Revernet to provide the Service and Support Services and to delegate its functions as contemplated in this Agreement. The Client hereby warrants that: it will comply with all instructions of Revernet in relation to the use of the Service; it will advertise the Service only in accordance with ICSTIS regulations. : Confidentiality Neither Party shall disclose, permit the duplication or disclosure of any Confidential Information emanating from or belonging to the other Party, nor use the same in any way other than to perform its obligations under this Agreement unless such duplication, use or disclosure is specifically authorised by the other Party. The Parties agree that they will not disclose any Confidential Information under this clause 10 to any other person unless the other Party has given its prior written consent. Without prejudice to the generality of the foregoing, Revernet reserves the right to disclose to any person any information required by law or by any regulatory, governmental or supervisory authority or other body to which either Party is subject. Revernet may also include the Customer’s company name and service description in its own promotional material, as a Revernet customer. The duty of confidentiality set out in this clause 10 shall survive the termination of this Agreement. : Intellectual Property Rights The Client acknowledges and agrees that all Intellectual Property Rights existing now and in the future in the Service and associated methodologies or in any developments or enhancements thereof (including, without limitation, any such developments or enhancements undertaken on behalf of the Client) are and will always remain Revernet's exclusive property and that the Client shall have no right, title or interest therein other than as expressly granted by this Agreement. The Client undertakes not to infringe the Intellectual Property Rights of Revernet referred to in this clause 11 and, if the Client becomes aware of an infringement by any third party, it will inform Revernet immediately and will (at the option and expense of Revernet) provide Revernet with all reasonable assistance in pursuit of any such infringement proceedings. Revernet has an express right to grant to any third party a licence to use and/or sell the Service and this right shall survive the termination of this Agreement. : Termination Revernet shall (notwithstanding anything to the contrary in this Agreement) have the right to terminate this Agreement at any time with immediate effect without incurring any liability to the Client. Either Party may terminate this Agreement by notice in writing to the other Party: on the expiry of 21 days after the service of a written notice on the other Party to remedy a material breach of any provision of this Agreement (where such notice quotes this clause), where such breach is capable of remedy and the Party in breach has failed to effect such remedy within 21 days of the breach; if lawfully required to do so by any competent legal, governmental, supervisory or regulatory authority or body. Upon termination of this Agreement, the Client shall: Remove all promotional material advertising Revernet’s Services. Upon termination of this Agreement, the Licence granted hereunder shall automatically terminate. Termination of this Agreement will not affect accrued rights or existing commitments under this Agreement and will be without prejudice to the completion of transactions already initiated and to Revernet's right to claim all sums due under this Agreement. : Force Majeure Neither Party will be deemed to be in breach of the terms of this Agreement or otherwise be liable to the other for the delay or failure of the personnel of either Party to perform its obligations (other than failure to make payment of charges when due) due to any cause beyond its reasonable control including but not limited to Act of God, inclement weather, flood or escape or water, lightning or fire, industrial action, or lockouts, the act or omission of Government, any Regulatory body or other competent authority, war, military operations, or riot, or congestion or non-operation of the Public Telecommunication Network or the Internet. : Service of Notice Any notice or other communication given under this Agreement shall be in writing in the English language and shall be:- sent by e-mail; or sent by pre-paid first class post; or sent by fax (confirmed by pre-paid first class post placed in the post on or on the day after the date of the fax transmission); to the address, e-mail or fax number set out below or to such other address or fax number as may from time to time be notified to the other party in writing. : Entire Agreement This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes all prior oral or written agreements, representations, understandings or arrangements between the parties relating to the subject matter of this Agreement. The parties acknowledge that they are not relying on any agreement, understanding, arrangement, warranty, representation or term which is not set out in this Agreement and that all terms which would otherwise be implied into this Agreement by law, including without limitation as to skill and care or time for performance, are hereby excluded. The parties irrevocably and unconditionally waive any rights and/or remedies they may have to the fullest extent permitted by law (including without limitation the right to claim damages and/or to rescind this Agreement) in respect of any misrepresentation other than a misrepresentation which is contained in this Agreement or a misrepresentation which was made fraudulently. Nothing in this Agreement shall operate to: exclude any provision implied into this Agreement by English law and which may not be excluded by English law; or limit or exclude any liability, right or remedy to a greater extent than is permissible under English law. : Construction Nothing in this Agreement will prevent Revernet or any of its Group from providing Services similar to the Service or services similar to the Support Services to any other person, or from entering into any agreement to do so, notwithstanding that this may give rise to an actual or potential conflict of interest or duty. : Disputes and Complaints Without prejudice to the express rights of termination set out in this Agreement, both Parties will attempt, promptly and in good faith, to resolve any dispute arising out of or in relation to this Agreement by conducting negotiations between those senior executives of the Parties who have authority to settle the dispute. If negotiation under the provisions of clause 19.1 does not resolve the matter within 30 Business Days of the commencement of such negotiation, the Parties will be at liberty to seek appropriate relief from the English Courts in accordance with clause 23. : Amendment No amendment to this Agreement will be binding on either Party unless incorporated in a revised Schedule or addendum to this Agreement and signed by authorised representatives of both Parties. : Rights of Third Parties Nothing herein is intended to confer, or shall be construed as conferring, any right or benefit on any party other than the parties hereto (a "Third Party") and the parties hereto may rescind, vary or add to the terms hereof (whether or not such terms include a right or benefit, or a purported right or benefit, that is conferred upon a Third Party) without requiring the consent of any Third Party. : Governing Law and Jurisdiction This Agreement will be governed by and construed in accordance with English law, and it is agreed for the exclusive benefit of both Parties that the English Courts are to have jurisdiction to settle any claim, dispute or matter of difference which may arise out of or in connection with this Agreement (including, without limitation, claims for set off or counterclaim). : ICSTIS 11th Code of Practice On the 4th of January 2007 ICSTIS released the 11th Code of Practice. To see how this affects you, the full version of the 11th COP can be downloaded here: http://www.icstis.org.uk/pdfs_code/11th_edition.pdf Following the new legislation, it is now a requirement that all Clients complete the information provider form here: http://www.icstis.org.uk/service_providers/setting_up_services/application_forms/ip_registration.asp : Package and Revenue The Client will receive the following Reseller Package; One Keyword free of charge. Further keywords are available and issued subject that the Client has accumulated volumes on any existing keyword currently held with Revernet. £1.50 Tariff Carrier 0 - 10,000 SMS ex VAT 10,000 - 50,000 SMS ex VAT Vodafone 0.74 0.76 O2 0.72 0.74 Orange 0.72 0.74 T-Mobile 0.73 0.75 Three 0.72 0.74 £1.00 Tariff Carrier 0 – 50,000 SMS ex VAT 50,000-80,000 SMS ex VAT Vodafone 0.40 0.44 O2 0.40 0.44 Orange 0.40 0.44 T-Mobile 0.40 0.44 Three 0.40 0.44 Notes • All revenue payments exclude VAT, and are quoted in pence unless otherwise stated. • The Outpayment Tariff is dependent upon the combined monthly volume of Reverse Billing SMS Text Messages (on all Message Prices in total per Network) sent, or Premium SMSs conveyed, and revenue generated for such messages, in any calendar month. • Upon reaching the message volume threshold indicated above, the respective volume revenue rate will apply to all SMS traffic. For the avoidance of doubt, volumes are not aggregated between different Networks. • The above rates will be minus any non-billed text messages sent from our Bulk SMS account, charged at 0.08p+VAT per message. • Only VAT registered companies shall receive payments including VAT. • Invoices will be sent by the 25th of each month, with a clear 60 days from the account setup month. Payment will follow within five working days thereafter. Contractual Agreement If you have read and understood the terms and conditions of the contract and agree to be bound by them as well as the ICSTIS Code of Practise and any other relevant legislation. Please make the appropriate selection below.

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