These conditions of contract ("Conditions") together with our Rate Card apply to all orders to the exclusion of all other terms and conditions.

1. Definitions

In these Conditions, the following definitions shall apply unless the context requires otherwise:

"Charges" means our charges for performing the Services as are set out in our Rate Card;

"Content" means the textual and graphic content of a Listing including, without limitation, text, graphics, images, photographs, sounds, music, video, animation, characterisation and trade marks;

"Contract" means the contract formed between you and us and comprising your Order, these Conditions and our Rate Card;

"Created Material" means any material or item created by us for you as part of the provision of Services, including by way of example and not limitation the HTML code for, or the screen designs of, a web site;

"Database" means an electronic database in which details relating to you or Listings may be stored for the purposes of our providing the Services;

"Effective Date" means the date on which the Services are first provided by us to you or made available to Users;

"IPR" means all intellectual property rights including but not limited to all registered and unregistered trade marks, patents, service marks, trade secrets, design rights (whether registrable or otherwise), applications for any of the foregoing, copyrights and other rights in works of authorship (including rights in computer software), moral and artists' rights, semi-conductor topography rights, database rights, know-how, trade or business names and other similar rights or obligations, whether registrable or not, in any country (including the United Kingdom) for the full term of the rights together with any extensions or renewals;

"Listing" means a directory listing from the range of listing categories described on the Rate Card;

"Order" means a request for us to provide a Service submitted by you online at Mvolve.com or in writing using our standard order form;

"Rate Card" means the pricing of certain Services contained within the section "Mvolve.com Listings Compared" as issued by us from time to time;

"Services" means the service(s) we agree to provide under a Contract, including without limitation the products on the Rate Card;

"Third Party Data" means data we obtain for use under licence from third party organisations and which may be used to assist in the provision of Services and which may be displayed to Users in association with other material relating to you including by way of example and not limitation cartographic data used to display location maps;

"User" means a person who uses Mvolve.com;

"we" , "us" and "our" means Mvolve Limited (Registered number 5947100) with its registered office at 4 th Floor, Mitre House, 177 Regent Street,London W1B 4JN;

"you" and "your" means the person who or company or other organisation that requires us to perform the Services under the Contract.

2. Commencement and Duration

2.1 The Contract shall not be formed unless and until we send you a written document or electronic communication confirming acceptance of your Order. Orders shall be accepted by us subject to these Conditions and the Rate Card to the exclusion of all other terms and conditions.

2.2 All Listings are subject to a minimum duration of 12 months with a start date at the point of which the payment has been made through the online system or by notification of a live date contained within an invoice received from Mvolve.

2.3 Unless it is terminated earlier in accordance with these Conditions and subject to clause 2.2, the Contract will continue for:

• in relation to each of the Services, the duration specified in the Rate Card for such Services, such duration commencing on the Effective Date; or
• where no duration is specified in the Rate Card until the provision of the Services has been fulfilled.

2.4 At the end of each 12 month term, Listings shall be automatically renewed for a further 12 month term unless:

2.4.1 we have implemented a price increase that shall take effect at the end of your 12 month listing. In this instance we shall contact you to ascertain if you wish to (i) renew your listing level at the new rate or (ii) you wish to change or terminate your Listing; or

• 30 days prior to the end of the 12 months duration we have received written notification from you that you wish to cancel the Listing.

3. Our Responsibilities

3.1 Subject to these conditions, we shall:

3.1.1 endeavour to make Mvolve.com available to Users; and

3.1.2 provide or procure the provision of the Services using the reasonable skill and care of a competent provider of services of the types of Services ordered.

4. Your Responsibilities

4.1 Subject to these Conditions, you shall:

4.1.1 pay our Charges for each Service you have ordered in accordance with Clause 5;

4.1.2 advise us of and send to us any Content that we require from you;

4.1.3 where the nature of a Service requires your periodic attention, including without limitation file clearing and maintenance to your own computer hardware or systems to receive or maintain that Service, perform and take such appropriate steps;

• ensure that all Content provided to us by you is legal, decent, honest and truthful;
• supply all Content in a suitable format as specified on Mvolve.com; and
• ensure that all electronic files have been produced using properly licensed software and are free from computer viruses, worms, Trojan horses or other malicious computer code.

4.2 To the extent that that the provision of Services relates to a Lisitng that is linked to a website designated by you, you hereby grant to us the right to access and index such website, or any portion thereof, by automated means including web "spiders" or "crawlers" except where technical measures have been employed preventing such access.

5. Listing Positioning

5.1 Listings are available in various categories of sponsorship, Platinum, Gold, Silver, Bronze and Free. Category and platinum sponsors may request to sponsor another category 30 days before the 12 month duration has expired and should such category be available and we agree the category an appropriate match then the re-placement shall be made effective starting as of the 13 th month. The re-categorization of Free, Bronze, Silver and Gold listings to different categories is available as an option; however, no assurance is given to position of a re-categorized listing

5.2 The upgrading of a Free, Bronze, Silver and Gold listing within the same or different category is available. A newly upgraded listing will be positioned within the chosen categories on the basis that you are signing up as a completely new listing within all of the categories therefore your listing will be positioned chronologically within the listing level.

5.3 You can upgrade by any amount of levels, however in all instances a new 12 month duration shall be applicable which will be effective from the point at which the upgrade was made through the automated billing system or at the point shown on an Mvolve invoice.

5.4 No Listings may be downgraded during a 12 month period without our express agreement in respect of which our decision is final.

6. Payment

6.1 Payment for Listings shall be made via direct debit, credit card billing or invoice with payments due at the amount and frequency displayed on the Rate Card.

6.2 Should payments become outstanding for any reason we shall contact you to inform you that payment is overdue. Should we not receive a response within 10 working days your Listing shall be temporarily removed and its placement put into suspension for a further 10 working days whilst we shall make a further attempt to check the status of the account. Where we have not been able to make contact or have had confirmation or reason to believe that the outstanding payment shall not be made we shall issue proceedings by instructing our debt collection agency to reclaim the remaining balance and all company listings/ individual listings/ participation in the site shall be removed.

6.3 When payment is due in respect of a Service other than in the instance where a listing has been created using the automated billing system, we will send you an invoice for the Charges and (in the absence of any other specific arrangement between you and us in relation to your Order) you must pay us the whole amount shown within 30 days of the date of the invoice.

6.4 Charges are in Pound Sterling (£) exclusive of VAT which, if payable, will be added to your invoice and which you must pay in addition.

6.5 Payment shall mean the receipt by us at our principal place of business (or elsewhere as we may direct) of cash, or the crediting to our bank account of a cheque or money transferred electronically or through the clearing bank's BACS system.

6.6 If a reduction is shown in respect of a promotional offer on an Order and you continue to meet all the terms of eligibility relating to that promotional offer then the Charges shall be reduced by the amount shown but not otherwise. Terms of eligibility of promotional offers will be made available on request.

7. Limitation of Liability

7.1 You acknowledge and agree that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such systems. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of Services. We will take all commercially reasonable steps to minimise any such periods of interruption or non-availability.

7.2 You acknowledge and agree that we make no warranty and give no representation of any kind in relation to Third Party Data and we accept no responsibility or liability for inaccuracy in or arising out of Third Party Data.

7.3 Nothing in the Contract shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation.

7.4 Save as provided in this Clause 6, we shall have no liability, to the maximum extent permitted by applicable law, for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise): loss of revenue; loss of actual or anticipated profits (including for loss of profits on contracts); loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data or software; wasted expenditure; or any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in the foregoing provisions of this clause 6.4).

7.5 Except as specified expressly in this Clause 6, the limitations on and exclusions of liability for damages in the Contract apply regardless of whether the liability is based on breach of Contract, tort (including negligence), strict liability, breach of warranties, restitution or any other legal theory.

7.6 Save as provided in Clause 6.3, our entire liability under the Contract shall not exceed the total Charges paid by you for the Service(s) that is the subject of the claim.

7.7 All conditions and warranties stated in the Contract are in lieu of all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying the Services which but for this Clause 6.7 have effect between us and you or would otherwise be implied into or incorporated into the Contract, whether by statute, common law or otherwise, all of which are hereby excluded to the maximum extent permitted by law (including, without limitation, the implied conditions, or warranties).

7.8 Save as provided in Clause 6.3, if we make an error in, or omission of or from a Listing (provided that such error or omission does not arise as a result of a failure by you to comply with your obligations under the Contract), we will correct this as soon as reasonably practicable upon receipt of written notification and without charge to you. Further, we reserve the right to reduce the Charges for such Service as is fair and reasonable having regard to the nature of the error or omission or extend the duration of the Contract without charge to you. Save as provided above, this represents the full extent of our liability to you in respect of errors in or omissions from Listings.

7.9 Save as set out in the Contract, if we fail to comply with our obligations under the Contract as a result of an event outside of our reasonable control, we will have no liability to you as a result of such failure. We will promptly notify you as soon as reasonably practicable (and in any case, within fourteen (14) days) and we will take all reasonable steps to eliminate or mitigate the consequences of such an event, and where relevant, resume performance of our obligations affected by that event as soon as practicable.

8. Indemnities

8.1 You will at all times and on demand fully indemnify us and keep us fully indemnified from and against any claims, threatened or made against us arising as a result of your non-compliance with any of your representations, warranties or obligations set out in the Contract.

9. Changes to the Services

9.1 We are committed to the constant improvement of our products and services. Notwithstanding our right to suspend or terminate the Services in accordance with Clauses 10 and 12, we reserve the right to modify Mvolve.com or any of the Services from time to time without prior notice but in so doing we will endeavour not to diminish the value and utility of the Services to any material degree. If we consider, acting reasonably, that such modification is likely to have a serious detrimental effect on your financial position, we will notify you of such modification and you shall have the option to:

• agree to the modification and continue to receive the Services; or
• terminate the Services and you will be entitled to a refund of that part of any Charges you have already paid to us and which relates to a period after the date that the Services have terminated.

9.2 We may from time to time amend these Conditions. Save where we are acting because of a legal requirement or a court order, we will publish a notice in advance advising you of any changes. The changes will apply from the date shown in the notice. You agree to visit our website "www.mvolve.com" regularly to find out about any changes. If you do not agree with any change to these Conditions you may notify us in writing within fourteen (14) days of the date of the notice being posted on our website to terminate the Contract, and thereafter, we will give you a proportionate refund of the Charges for the remaining period.

10. Suspension of the Services

10.1 Without prejudice to any other rights we may have, we reserve the right to suspend the Services in whole or part, and without notice, in circumstances where:

• we (in our sole discretion) consider the Lisitng or other material (including a weblink or your linked website) is unlawful, misleading, offensive, prejudicial or inflammatory; is likely to expose us to claims or liability, lead us into prosecution, criticism, or disrepute or cause us embarrassment; infringes our rights or the rights of third parties or if the publication of a Listing or other material does or would, in our reasonable opinion, be likely to mislead, offend, or disadvantage a User or otherwise misrepresents the nature of the goods or service being advertised or the place or places from which you conduct business; or
• you fail to pay our Charges in accordance with Clause 5; or
• we have reasonable grounds to believe that the rights owner of any IPR within the Listing or material has withheld, withdrawn or failed to give his permission for your use of the same.

10.2 The period during which we may suspend the Services will continue until the circumstances giving rise to our right to suspend the Services ceases to subsist or until the Contract is terminated in accordance with Clause 11.

10.3 In the event we take action under Clauses 9.1.1 to 9.1.3, you will continue to be obliged to pay any Charges owing or that arise during the period when the Service(s) are suspended.

11. IPR

11.1 You warrant that you:

11.1.1 are the owner of all IPR in any Content provided to us; or

11.1.2 you have been duly authorised to use such IPR and to allow us to use them on your behalf;

and you hereby grant us a worldwide right to use, free of charge, such IPR for the purpose of providing the Services including without limitation the right to hold, reproduce, publish, adapt, modify transmit and disclose any Content.

11.2 Where Content comprises in whole or in part material that has previously been published in other media such as, by way of example and not limitation, printed directories, you warrant that you have all rights, authority, licences and consents necessary to order the reproduction of that material in the media channel that is the subject of the Order.

11.3 We reserve the right to:

11.3.1 disclose to such persons as we reasonably consider to be the owner of IPR in Content provided by you, your intention to use such IPR and you hereby give your irrevocable consent to such disclosure;

• ask you to provide us with suitable documentary evidence that will reasonably satisfy us of your entitlement to make use of IPR , and to permit us to make use of IPR on your behalf, and you hereby agree to provide such evidence upon request.

11.4 Nothing in these Conditions provides for any transfer or assignment of ownership of any IPR . We own all IPR in Mvolve.com and the Database. All IPR in Created Material, shall be owned by us, whether or not the Created Material is derived or developed from material supplied as Content. Ownership of the IPR in Created Material does not pass to you and you will not be entitled to use Created Material in any form or in any media.

12. Termination

12.1 Without prejudice to Clauses 9 and 10, we reserve the right to terminate the provision of Services or part thereof by providing you with not less than fourteen (14) days notice of such termination. In the event of such termination, you will be entitled to a refund of that part of any Charge you have already paid to us and which relates to a period after the date that the services or part thereof have terminated.

12.2 We may terminate all or part of the Services with immediate effect by giving written notice to you if:

• you commit a material breach of any provision of the Contract, or a series of breaches of the Contract which when taken together amount to a material breach of the Contract, provided that in the case of a breach which is capable of remedy you fail to remedy the breach within 14 days of receiving a written request to do so;
• you cease or threaten to cease to carry on the whole or any part of its business or is unable to pay its debts as they fall due;
• you convene a meeting of your creditors or a resolution is passed or applied for, for the voluntary winding up or a petition for the compulsory winding up is presented or applied for;
• an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for;
• you undergo a change in control (other than as a result of reorganisation, amalgamation or reconstruction without insolvency); or
• in the case of category sponsorships, we deem that your company no longer is appropriate to cover all the sub categories held within the category; or
• your listing details are substantially outdated or the listing is not being maintained adequately (example's include but are not limited to: inactive website URL's, old contact details, listing administrator no longer managing the listing etc); or
• we suffer from any event or circumstance which is beyond our reasonable control or which it could not reasonably be expected to have taken into account at the date of the Contract, and which results in or causes our failure to perform any or all of our obligations under the Contract (including, without limitation, any act of God, lightning, fire, storm, flood, earthquake, act of the public enemy, war declared or undeclared, threat of war, terrorist act, blockade, revolution, riot, insurrection, civil commotion, industrial action, public demonstration, strike, sabotage, act of vandalism or explosion).

13. General

13.1 You shall not assign or otherwise dispose of all or any of your rights or obligations under the Contract without obtaining our prior written consent.

13.2 Failure of either party to assert its rights in relation to any breach of the Contract shall not constitute a waiver of such rights, nor will any such waiver be implied.

13.3 Each provision of these Conditions shall be construed separately and shall be severable from these conditions. If any provision of these Conditions (or portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Conditions will not be affected or impaired.

13.4 The headings of these Conditions are for convenience only.

13.5 Any communication to be given in connection with the matters contemplated by the Contract shall, except where expressly provided otherwise, be in writing and shall either be delivered by hand or sent by first class pre-paid recorded post. Delivery by courier shall be regarded as delivery by hand. Any notices served under the Contract shall be deemed to have been served as follows:

13.5.1 if personally delivered to the registered office of one of the parties, on delivery; and

• if sent by first class pre-paid recorded post, 48 hours after the same was delivered to the postal authorities.

13.6 Each party agrees that in entering into the Contract it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in the Contract for which its sole remedy shall be for breach of Contract under the terms of the contract. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.

13.7 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

13.8 The Contract constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between you and us.

14. Governing Law and Jurisdiction

The Contract is made and shall be subject to the Laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.