TERMS & CONDITIONS

1. Terms and Conditions

This Agreement (consisting of the front cover, these terms and conditions and any schedule attached hereto) shall apply to the provision of the Services to the Customer.

2. Confidential Information

The Provider regards the information and services relating to the Agreement as confidential to the Provider and the Customer hereby agrees that it will use such confidential information solely for the purposes of this Agreement and that it shall not disclose, whether directly or indirectly, to any third party such information other than as required to carry out the purposes of this Agreement, provided always that this restriction shall not prevent the disclosure or use by the Customer of any information which is or hereafter, through no fault of the Customer, becomes public knowledge or to the extent permitted by law.

4. Customer Information

The Customer acknowledges and agrees that the Provider may collect and develop statistics and generate product and service specific information from the customer information to be made available to users of the Provider’s services. Other than expressly set out in this clause the Provider agrees that it shall not disclose, whether directly or indirectly, to any third party any such customer information, provided always that this restriction shall not prevent the disclosure or use by the Provider of any information which is or hereafter, through no fault of the Provider, becomes public knowledge or to the extent permitted by law.

5. Liability

The Customer undertakes fully and effectively to indemnify and keep indemnified at all times the Provider against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by the Provider directly or indirectly in respect of any breach by the Customer of any of the provisions of this Agreement.

6. Term and Termination

6.1 This Agreement shall take effect from the Start Date and shall continue for the Initial Period, (both as specified in the Schedule to this Agreement) and from year to year thereafter until or unless terminated by either party giving to the other not less the number of months prior written notice for termination set out in the Schedule, subject always to prior termination as herein specified.

6.2 Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party may forthwith terminate this Agreement by written notice to the other if any of the following events shall occur: (i) if the other party commits any breach of the terms or conditions of this Agreement including the terms, conditions and provisions of any schedule attached or adopted hereto and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation therefor) within (30) thirty days after receiving written notice from the party requiring it so to do; or (ii) if the other party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a private limited or a public limited company or equivalent organisation) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution shall be threatened or levied upon any equipment and/or software or other property of the party entitled to serve notice hereunder or if the other party is unable to pay its debts in accordance with the law relating to this Agreement.

6.3 Termination of this Agreement shall be without prejudice to any accrued rights of either party and shall not affect obligations which are expressed not to be affected by expiry or termination hereof.

7. Force Majeure

Neither party shall be liable to the other in any way whatsoever for failure, interruption, delay or any other matters of the nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; or the requisitioning or other act or order by any government department, council or other constituted body.

8. General

8.1 All notices to or by the respective parties hereto shall be in writing and shall be deemed to have been duly given when delivered by hand, posted by recorded delivery post or sent by facsimile to the party to which such notice is required to be given under this agreement at the address given on the front page of these terms and conditions or to such other address or facsimile number as the respective parties hereto may hereafter specify to the other in writing. Notices delivered by hand or sent by facsimile shall be deemed received the first working day following such delivery or sending. Notices which have been posted as above shall be deemed received on the third working day following posting.

8.2 The Customer shall not, without the prior written consent of the Provider, assign or transfer this Agreement or any of its rights under this Agreement to any other person, firm or company.

8.3 Failure or neglect by the Provider to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Provider’s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice the Provider’s rights to take subsequent action.

8.4 This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties prior to the signing of this Agreement which constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of each party by a director or such other duly authorised officer as the case may be.

8.5 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

8.6 In the event that any or any part of the terms, conditions or provisions contained in this Agreement or any schedule attached or adopted as relative hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

8.7 This Agreement shall be governed and construed in all respects in accordance with Scots Law.