1. Introduction

1.1. These terms and conditions (the “Agreement”) are applicable to DoddleDiary services (“Services”) and should be read in conjunction with Our Terms of Use governing the access of Our Services and Our Privacy Policy governing Our control of Your Personal Information.

1.2. If there is any conflict between this Agreement and the Terms of Use and or the Privacy Policy, this Agreement shall be overriding.

1.3. The Agreement is made between You the user of the Service (“You”, “Your”) and PageOne Communications Ltd (registration number: 4560277) whose registered office is 2 Brentside Executive Centre, Great West Road, Brentford, Middlesex, TW8 9DA (“Us”, “We”, “Our”).

1.4. You wish to use the Service and We are willing to make the Service available to You subject to and in accordance with the terms and conditions of this Agreement.

1.5. The terms and conditions of this Agreement are the only terms and conditions upon which We are prepared to make the Service available to You and they shall govern the use of the Service to the exclusion of all other terms and conditions.

2. The Service

2.1. The DoddleDiary Service enables the user to hold information and events with dates and times in the form of a diary. Access may be granted to other diary holders to view and/or amend diary entries. Event notifications can be communicated to other diary holders using their diaries, or to other people, using email or SMS text messages. Events may be coordinated between diary holders through their accounts, by email or SMS text messages. Reminder alerts can also be communicated by email or SMS text messages.

2.2. The Service is made available to You as an account, to which a password is allocated through the provisioning process. The Service is then accessed via a web application known as DoddleDiary using Our website.

2.3. To operate part of the service you may need to buy message credits. Each time You send a message to a single mobile phone We will deduct a credit from Your total of credits.

2.4. You need to have at least one message credit to send a SMS text message.

3. Availability And Interruption Of The Service

3.1. We will make the Service available to You using reasonable skill and care.

3.2. You do however acknowledge and agree that the availability of the Service, Your ability to access and/or use the Service and the conveyance of messages to and from end-users may depend upon factors beyond Our control, including (but not limited to) factors affecting the operation of the Service and/or preventing the delivery of messages to end-users (such as, by way of example, geographical or topographical shortcomings in the network of any telecommunications network operator (“Network Operator”), network capacity, physical obstructions or atmospheric conditions) or factors preventing end-users from receiving messages (for example, the terms and conditions of an end-user’s service provider).

3.3. We use GSM networks to deliver SMS text messages for you and We expect the speed of delivery will typically be within 20 seconds. However We shall not be liable to any person if such message delivery does not occur or is delayed. The GSM networks may reject the message because the subscriber number is invalid or is unable to process or deliver the message. Messages delivered to the GSM networks will expire after 12 hours if not delivered within this time. Messages delivered to the GSM networks will be deducted from the account SMS total even if they have not necessarily been delivered to the intended handset or have been rejected.

3.4. We cannot guarantee that the Service will be available to you at all times or that it will be free from faults or interruptions, nor can We guarantee the receipt by the intended recipient(s) of any message sent using the Service.

3.5. If at any time the Service becomes unavailable (in whole or in part), We will use reasonable efforts to restore the Service.

3.6. We may in Our sole and absolute discretion alter or improve the Service at any time, provided that any such alteration does not materially affect the nature or detract from the functionality of the Service.

3.7. It may be necessary from time to time for Us to suspend part or all of the Service for routine or emergency maintenance and/or repairs and We will, in so far as it is reasonably possible, provide you with a reasonable period of notice prior to any suspension of part or all of the Service for such purposes.

3.8. We may in Our sole and absolute discretion suspend Your access to the Service and/or cease to convey any messages provided by You if:

3.8.1. You are in material breach of the Agreement and/or any applicable codes of practice, guideline, rulings or regulations of any national telecommunications regulatory authority or other competent body or authority (“Regulator”) relating to the Service which may be introduced or made from time to time during the continuation of the Agreement and with which You must comply or to which You have agreed to be bound, including (but not limited to) those issued by ICSTIS or similar body (“Codes”);

3.8.2. You are doing or have done anything unlawful in the course of using or relating to Your use of the Service;

3.8.3. a Network Operator or a Regulator requires it;

3.8.4. at any time the number of messages that You are sending causes congestion to any telecommunications network.

3.9. We are entitled to terminate the Agreement for any reason, in which case We will give You appropriate notice as soon as is reasonably possible.

4. Confidentiality And Data Protection

4.1. We will at all times keep confidential information acquired as a consequence of the Agreement in respect of You or Your business, except for information already in the public domain or information which We are required by law, requested by any Regulator, or reasonably required by Our professional advisors to disclose for the performance of their professional services.

4.2. You will at all times keep confidential all information acquired as a consequence of the Agreement in respect of Us, Our Service or any Network Operator, except for information already in the public domain, or information which You are required to disclose by law, requested by any Regulator or reasonably required by Your professional advisors for the performance of their professional services.

4.3. each of us will comply to the Data Protection Act 1998 and all regulations made under the Act in processing any personal data, including mobile telephone numbers and email addresses of Your end-users who will be sent messages as a consequence of making the Service available to You (“End-User data”), in connection with this Agreement.

4.4. We will treat Your End-User Data as confidential and We will not disclose it to any third party or use or copy any part of it except for the purposes on making the Service available to You and providing any technical or customer service support required. We will make no further use of Your End-User Data without Your specific authorisation.

5. Trial

5.1. We will offer a free trial for 7 days that includes 20 SMS text messages. The trial can be converted to a live Service at any time during this 7 day period by buying a 12 month diary account. At the end of the trial period if no Service has been purchased the account can still be accessed for a further 30 days but the account can only be accessed to buy the account. If after this 30 day period the trial is not converted into a live Service the account will be terminated.

6. Charges and Payment

6.1. You agree to pay all charges due to Us in respect of making the Service available to You and Your access to and use of the Service (“Charges”) in accordance with the payment terms detailed here.

6.2. You shall be solely responsible (by checking Your remaining available SMS message credit level in Your account) for ensuring that You have enough SMS message credits to meet Your requirements from time to time and We shall not be in any way responsible or liable in the event that You find You have insufficient SMS message credits for Your requirements.

6.3. You shall also be solely responsible for ensuring that Your Diary and/or DoddleSMS licences have not expired.

6.4. We reserve the right at Our sole discretion to amend the Charges for the Service and the unit Charges for SMS text messages, depending upon market conditions.

6.5. All prices exclude VAT where applicable and You are liable to pay VAT if You are trading within the UK. If You are trading within the EU You may be liable to pay local taxes.

7. Refunds and Disputed Transactions

7.1. If You are not satisfied with the Service You should stop using it immediately and email us at refunds@DoddleDiary.com within 7 days of making a payment. We will issue a full refund to the same debit or credit card You used to make the payment. We will exclude the cost of any text messages You have sent at the rate You paid per message. We will deduct a £2 processing charge to cover the administration overhead of crediting back the transaction to Your card.

8. Your Liabilities and Obligations

8.1. You will not use the Service or permit the Service to be used for any purpose other than to:

8.1.1. record Your relevant information and notifications; deliver within a message, written information relating to any topic suitable for mobile phones; or

8.1.2. provide any other service to which We have given Our prior written consent (which We may withhold in Our sole and absolute discretion).

8.2. You will not use the Service or permit the Service to be used:

8.2.1. to send messages (including alerts and meeting invitations) to any end-user without that end-user’s explicit request for or consent to receiving such a message;

8.2.2. for any improper, fraudulent, immoral or unlawful purpose;

8.2.3. for the transmission of any material which is of a defamatory, offensive, abusive, obscene or menacing character or nature;

8.2.4. in a manner that infringes the intellectual property rights or any other proprietary rights of any third party; or

8.2.5. in a manner that may injure or damage any person or property or cause the quality of the Service to be impaired.

8.3. You will at all times during the continuation of the Agreement:

8.3.1. send only messages that comply with all applicable laws, regulations and Codes and that contain nothing which is likely to cause offence in view of the generally prevailing standards of decency and propriety from time to time;

8.3.2. comply with all reasonable directions and instructions issued by Us from time to time in relation to the Service;

8.3.3. comply with and observe at all times all applicable laws, regulations and Codes and any directions, recommendations and decisions of any Regulator; and

8.3.4. not act in any manner likely to bring Us, the Service or any Network Operator into disrepute.

8.4. You will, upon request, provide Us, any Network Operator or any Regulator with any information relating to Your use of the Service that the requesting party reasonably requires. You are responsible for ensuring that any information provided to Us relating to Your Personal Information, is accurate and complete.

8.5. You will not state or imply any approval by Us of any particular message You send using the Service or refer to Us in any way without Our prior written approval.

8.6. We may at Our sole and absolute discretion, cease to convey, and You will promptly cease to transmit at Our request, any message which We reasonably consider to be in breach of this Agreement.

8.7. You will not convey messages to any end-user, the frequency and number of which is excessive in Our reasonable opinion.

8.8. You will not acquire any title or other proprietary right to any intellectual property, including (but not limited to) any patents, know-how, registered or unregistered trademarks, design rights or copyright, relating to the Service, nor will You cause or knowingly permit anything to be done which may in any way damage or endanger any such intellectual property. You will notify Us of any suspected infringement of Our intellectual property of which You become aware and will take all reasonable action as We may direct in relation to that suspected infringement.

8.9. You warrant that:

8.9.1. You are the sole owner or licensor in Your End-User Data or You have obtained all necessary rights, licences and consents from all relevant third parties to enable You, Us and Our sub-contractors to use the End-user Data Information for the purposes of this Agreement; and

8.9.2. nothing contained in any message conveyed by You or on Your behalf will infringe the intellectual property rights or any other proprietary rights of any third party or be defamatory, offensive, abusive, obscene, menacing or otherwise unlawful character or nature, nor will the accessing, holding, conveyance, transmission or supply of any such message amount to a criminal offence or be otherwise unlawful.

8.10. Without prejudice to any other rights or remedies available to Us under this Agreement or at law, You shall fully indemnify Us for all liabilities, losses, damages, costs and expenses suffered or incurred by Us as a result of any breach by You or any of Your officers, employees or sub-contractors of any term(s) or condition(s) of this Agreement.

9. Our Liability To You

9.1. Nothing in the Agreement will in any way exclude or limit either party’s liability to the other for death or personal injury caused by the negligence of that party or its employees.

9.2. We will not be in any way liable to You for any liabilities, losses, damages, costs and/or expenses incurred or suffered by You as a result of Your use of the Service.

9.3. We will not be in any way liable for the content of any messages sent or transmitted using the Service, nor will We be in any way liable for any failure to make the Service available to You or maintain the availability of the Service to the extent that such failure results from a technical or other failure on the part of any Network Operator or any other event which is outside Our reasonable control.

9.4. Subject to any express provision to the contrary in this Agreement, Our aggregate liability in contract, tort, negligence or otherwise arising under or in connection with this Agreement shall be limited to the proceeds received by Us under Our professional indemnity policy (or other relevant insurance policy) in respect of the liability in question,

9.5. Subject to any express provision to the contrary in this Agreement, neither party will in any circumstances be liable in contract, tort, negligence or otherwise for any economic loss (including, but not limited to, any loss or profits, business, contracts, revenue, turnover or anticipated savings) or for any indirect or consequential losses, whether or not they were foreseen or foreseeable.

9.6. Each party acknowledges that, in entering into the Agreement, it does not do so on the basis of or in reliance upon any representation, warranty or other term except as expressly provided in this Agreement and, as such, all conditions, warranties and other terms implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law.

10. Service Period And Termination

10.1. The DoodleDiary account can be purchased for a 12 month period (“Licence Period”).

10.2. In addition it is also possible to subscribe to DoddleSMS 2Way so the Diary account can use the SMS text service for two-way communications. The DoddleSMS licence period can be purchased with a 3 month, or 12 month duration. During the diary Licence Period You will have access to the account (by user name and password) and use of the Services with the ability to top up with SMS text messages if required.

10.3. The granting of the DoddleDiary Licence Period is strictly by payment in advance by credit card.

10.4. If the DoddleDiary Licence Period expires and the Licence Period is not renewed all functions and facilities within the account will be suspended. The account will be suspended for 30 days to allow the user to log into the account and buy a new licence period and so can continue to use the Service. If after these 30 days no licence is purchased the account will be terminated and any SMS message credits lost, unless a DoddleSMS 2Way account was purchased during the DoddleDiary Licence period. In which case any SMS text credits will continue to be available within the DoddleSMS account. See DoddeSMS Agreement terms and conditions.

10.5. If You want to continue to use the Service after it has been terminated You must go through the registration process again and receive a new user name and password.

11. Force Majeure

11.1. We will not be liable for any delay in the performance of or any failure to perform any of Our obligations under this Agreement that is caused by any event which is beyond Our reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary telecommunications, data communications and/or computer services, power supply failures or shortages, acts or omissions of third parties (including, but not limited to, Network Operators), acts of government or Regulators or telecommunications network congestion.

12. Assignment

12.1. We will not allow You to assign, transfer or sub-contract either in whole or in part any of Your rights or obligations under the Agreement without the Our prior written consent.

12.2. We shall be entitled without Your consent to assign, transfer or sub-contract in whole or in part any of Our rights or obligations under this Agreement to any company.

13. General

13.1. These terms and conditions may be changed from time to time and posted on the website service that is applicable.

13.2. Nothing in the Agreement will be deemed to constitute a partnership or joint venture between the parties or constitute any party the agent of the other party.

13.3. Any failure by either party to enforce any of the terms or conditions of the Agreement at any time will not be a waiver of those terms or conditions or of the right to subsequently enforce those or any other terms and conditions of the Agreement at any time.

13.4. In the event that any of the terms or conditions of the Agreement are held to be invalid or unenforceable, this will not affect the validity or enforceability of all remaining terms and conditions.

13.5. The Agreement constitutes the entire understanding between the parties and supersedes all previous agreements, arrangements, representations and understandings between the parties relating to the subject matter of the Agreement, provided that nothing in the Agreement will in any way exclude or limit either party’s liability for any fraudulent misrepresentation or concealment.

13.6. A party who is not a party to the Agreement has no right to enforce or rely on any term or condition of the Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13.7. The Agreement is governed by and shall be construed in accordance with the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the English courts.

DoddleDiary Agreement Version 2.1 (updated 03.03.06