1. Definitions

1.1 In this Agreement the following words and expressions shall have the meaning set out below and other capitalised words shall have the meaning set out in the Cover Page or any Schedule:

"Lexis Information Systems" means Lexis Information Systems Limited of Registered Address registered in England No 5451946;

1.2 Except where the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting any gender include any other genders, and words denoting persons include firms and corporations and vice versa.

1.3 Unless otherwise stated, a reference to: (a) a clause or a schedule is a reference to a clause of or schedule to this Agreement. Clause headings are for ease of reference only and do not affect the construction of this Agreement; (b) "include" and "including" shall be construed without limitation; and (c) any Act of Parliament shall be deemed to include any amendment, replacement or re-enactment thereof then in force and to include any bye-laws, statutory instruments, rules, regulations, orders, notices, directions, consents, licences, conditions or permissions made thereunder.

2. Domain Name Registration

2.1. Lexis Information Systems make no representation that the domain name the Client wishes to register is capable of being registered by or for the Client or that it will be registered in the Client’s name. The Client should therefore not assume registration of the Client requested domain name(s) until the Client has been notified that it has or they have been registered. Any action taken by the Client before such notification is entirely at the Client’s risk.

2.2. The registration and use of the Client’s domain name is subject to the terms and conditions of use applied by the relevant naming authority; the Client shall ensure that the Client is aware of those terms and conditions and that the Client complies with them. The Client shall have no right to bring any claim against Lexis Information Systems in respect of refusal to register a domain name. Any administration charge paid by the Client to Lexis Information Systems shall be non-refundable notwithstanding refusal by the naming authority to register the Client’s desired name.

2.3. Lexis Information Systems shall have no liability in respect of the use by the Client of any domain name; any dispute between the Client and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, Lexis Information Systems shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. Lexis Information Systems shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.

2.4. Lexis Information Systems shall not release any domain to another provider unless full payment for that domain has been received by Lexis Information Systems.

3. Web Site Hosting And Email

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3.1. Lexis Information Systems make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and Lexis Information Systems shall have no liability for any loss or damage to any data stored on the Server.

3.2. The Client shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server.

3.3. The Client represents, undertakes and warrants to Lexis Information Systems that the Client will use the Web Site allocated to the Client only for lawful purposes. In particular, the Client represents, warrants and undertakes to Lexis Information Systems that.

3.3.1. the Client will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will the Client authorise or permit any other person to do so.

3.3.2 .the Client will not post, link to or transmit:

(a) any material that is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way.

(b) any material containing a virus or other hostile computer program.

(c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design
right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.

3.3.3. The Client will not store on the server any of the following:

(a) Illegal Material - This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any UK, European or Local regulation.

(b) Adult Material - Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of Lexis Information Systems. Also includes any sites that provide "links to" information about such material or advertising for such material.

(c) Warez - Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking. IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material.

(d) .EXE files - no unsolicited executable files can be stored on the servers for security and satiability reason.

3.4. The Client shall keep secure any identification, password and other confidential information relating to the Client’s account and shall notify Lexis Information Systems immediately of any known or suspected unauthorised use of the Client’s account or breach of security, including loss, theft or unauthorised disclosure of the Client’s password or other security information.

3.5. The Client shall observe the procedures that Lexis Information Systems may from time to time prescribe and shall make no use of the Server that is detrimental to our other customers.

3.6. The Client shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and a secure manner.

3.7. Any access to other networks connected to Lexis Information Systems must comply with the rules appropriate for those other networks.

3.8. While Lexis Information Systems will use every reasonable endeavour to ensure the integrity and security of the Server, Lexis Information Systems does not guarantee that the Server will be free from unauthorised users or hackers and Lexis Information Systems shall be under no liability for non-receipt or misrouting of email or for any other failure of email.

4. Resellers

4.1. If the Client is or becomes a reseller of Lexis Information Services’ services the Client will continue to be bound by these terms and conditions, the Client will be responsible for ensuring that the Client’s customers are bound by terms and conditions that adequately reflect and give effect to these.

4.2. The Client shall not incur or purport to incur on our behalf any liability nor in any way pledge or purport to pledge our credit or to make any contract binding on Lexis Information Systems.

4.3. No default by the Client’s customers shall in any way affect, modify or limit the Client’s obligations under this Agreement.

5. Service Availability

5.1. Lexis Information Systems shall use its reasonable endeavour to make available to the Client at all times the Server and the Services but Lexis Information Systems shall not, in any event, be liable for interruptions of Service or downtime of the Server.

5.2. Lexis Information Systems shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 14 days the Client will be notified of the reason.

5.3. The Services provided to the Client hereunder and the Client’s account with Lexis Information Systems cannot be transferred or used by anyone other than the Client. The Client may use no more than one login session under any one account at any time. If the Client has multiple accounts, the Client is limited to one login session per system account at any time; user programs may be run only during login sessions. If the Client’s account is found to have been transferred to another party, or shows other activity in breach of this sub-clause, Lexis Information Systems shall have the right to cancel the account and terminate the Services and/or this Agreement immediately.

6. Payment

6.1. Lexis Information Systems shall invoice the Client and, subject to clause 6.3, the Client shall pay the Fees and Support Fees and any other charges due to Lexis Information Systems in accordance with the terms stated in the order form. All Fees and other charges are subject to VAT.

6.2. If any sum due to Lexis Information Systems remains outstanding after thirty (30) days from the invoice date then, without prejudice to any other rights and remedies of Lexis Information Systems, such sums shall attract interest at the then current base rate of HSBC Bank plus two percent, before and after judgment, from the invoice date until payment is made in full.

6.3. The Client may withhold any payment or part payment to the extent it is subject to a bona fide dispute, but any other payments not in dispute shall be settled in accordance with clause 6.1.

7. Intellectual Property Rights

7.1. The copyright in any methodologies and technologies provided by Lexis Information Systems for the Services, including any standard templates, shall remain with Lexis Information Systems or its licensors. All Intellectual Property rights created, whether alone or jointly, by Lexis Information Systems in connection with the Services shall by way of present and future assignment be assigned with full title guarantee to the Client.

7.2. Nothing in this Agreement shall be taken to prevent Lexis Information Systems from using any expertise acquired or developed during the performance of this Agreement in the provision of services for other companies or on its own behalf.

8. Term

8.1. The Agreement shall commence on the Commencement Date and shall continue until the end of the Support Period unless and until terminated in accordance with clause 14 ("Termination").

9. Indemnities & Insurance

9.1. Each party shall indemnify and keep the other party fully and effectively indemnified on demand against any liability, damage, expense, claim or cost (including reasonable legal costs and expenses) suffered by the other party as a result of any breach by the first party of the warranties set out in clause 7 of this Agreement.

9.2. To take the benefit of an indemnity, that party shall: (i) notify the other party promptly in writing and in any event within ten (10) business days of first learning of any such claim, lawsuit, action or proceeding; (ii) consent to the other party having the sole authority to control the defence and/or settlement of any such claim, lawsuit, action or proceeding; and (iii) provide reasonable co-operation and assistance to the other party, at that party's expense, in defending any such claim, lawsuit, action or proceeding.

9.3 Lexis Information Systems must have in force and maintain with a reputable insurance company professional indemnity insurance.

10. Termination

10.1 Either party may terminate this Agreement on 90 days prior written notice, save that Lexis Information Systems may not give such notice until after the Go Live Date.

10.2 Each party shall have the right to terminate this Agreement on written notice in the event that the other:

(a) commits any material breach of the terms of this Agreement which, in the case of a breach capable of remedy, is not remedied within thirty (30) days of service of a notice specifying the breach and stating the intention to terminate the Agreement if not remedied;

(b) holds any meeting with or proposes to enter into or has proposed to it any arrangement or composition with its creditors (including any voluntary arrangement as described in the Insolvency Act 1986);

(c) has a receiver, administrator, or other encumbrancer take possession of, or appointed over, or has any distress, execution or other process levied or enforced (and not discharged within 7 days) upon the whole or substantially all of its assets; or

(d) ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

10.3 Forthwith upon the termination or expiry of this Agreement, each party shall return to the other party all licensed materials and Confidential Information, and all copies in whole or part, of the other party or if requested by the other party, shall destroy them and certifying in writing to the other party that they have been destroyed.

10.4 Termination or expiry of this Agreement shall be without prejudice to any rights, liabilities or remedies of a party accrued before termination, nor shall it affect any provision of this Agreement which is expressly intended to come into or continue in force after termination or expiry.

11. Limitation Of Liability

11.1 Save as provided in clauses 8.1, 9.2 and 9.3, neither party shall be liable in contract, tort (including negligence) or otherwise arising in connection with this Agreement for: (i) consequential, indirect or special loss or damage; or (ii) any loss of goodwill or reputation; or (iii) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings) in each case, even if the relevant party has been advised of the possibility of such loss or damage and howsoever incurred.

11.2 Save for clauses 8.1 and 9.3, both parties agree that the maximum liability of either party in contract, tort (including negligence) or otherwise arising in connection with this Agreement shall be limited to twice the aggregate Fees and Support Fees paid or payable by the Client or £10,000, whichever is the greater.

11.3 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees acting in the course of their duties.

12. Force Majeure

12.1 Neither party will be liable for any failure or delay in performing its obligations under this Agreement to the extent that this failure or delay is the result of any cause or circumstance beyond the reasonable control of that party including acts of god, war, civil commotion or industrial dispute and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If either party is prevented from performing its obligations for a period exceeding six (6) months due to Force Majeure then the other party may terminate this Agreement on one month’s written notice.

13. Confidentiality and Data

13.1 During the Term of this Agreement and for two (2) years thereafter, each party will treat as confidential all information that it obtains concerning, but not limited to, the business, finances, technology and affairs of the other, ("Confidential Information").

13.2 Each of the parties will use at least the same degree of care (and not less than a reasonable degree of care) it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of Confidential Information of the other party.

13.3 Each party will promptly notify the other party of any actual or suspected misuse or unauthorised disclosure of the other party's Confidential Information.

13.4 The provisions of this clause 13 shall cease to apply to: (i) information that has come into the public domain other than by breach of this clause or breach of any other duty of confidence; (ii) information that is obtained from a third party without breach of this clause or breach of any other duty of confidence; and (iii) information that is required to be disclosed by a regulatory or government body or court of competent jurisdiction with power to compel the disclosure.

13.5 In the event of termination or expiration of this Agreement, each party shall return or on request of the other party, destroy the Confidential Information of that party.

Each party will comply with its obligations pursuant to the Data Protection Act 1998.

14. Notices

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.

15. Headings

Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

16. Refunds

Lexis Information Systems offer a 14 day money back guarantee on all hosting services; this excludes domain registration and renewal. Domain name registration and renewal is not refundable as once purchased the domain is owned by the Client.

17. General

17.1 Relationship. Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Agreement or create any agency between the parties.

17.2 Entire agreement. Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them relating to the subject matter of the Agreement. Each party confirms that it has not relied upon any statement, representation or understanding that is not an express term of this Agreement and shall not have any remedy in respect of any statement, representation or understanding which is not an express term unless made fraudulently.

17.3 Waiver. No failure or delay by any party in exercising any right, power or remedy under this Agreement will operate as a waiver of that or any other right, power or remedy, nor will any single or partial exercise by either party of any right, power or remedy preclude any further exercise of any other right, power or remedy.

17.4 Severance. To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, then that provision shall be deemed not to be a part of this Agreement, and it shall not affect the validity, lawfulness or enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

17.5 Time of the Essence. Any times, dates or periods specified in the Agreement may be extended or altered by agreement in writing between the parties. However, time shall not be of the essence, except where it is expressly stated to apply.

17.6 Rights of Third Parties. Nothing in this Agreement shall create or confer any rights or other benefits, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, in favour of any person other than the parties to this Agreement.

17.7 Further Assurance. Each party shall, at the cost and expense of the other party, use all reasonable endeavours to do all such further acts and things and execute or procure the execution of all such other documents as that party may from time to time reasonably require, for the purpose of giving that party the full benefit of the assets, rights and benefits to be transferred to the other party under this Agreement.

17.8 Assignment. Each party shall not be entitled to assign, transfer, charge or licence the whole or any part of its rights and/or obligations under this Agreement to any third party without consent of the other party.

17.9 Governing law. This Agreement shall be construed in accordance with the laws of England and each party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of England.

17.10 Miscellaneous. The rights and remedies of the parties under this Agreement are cumulative and in addition to any rights and remedies provided by law. Any variation to this Agreement must be in writing and agreed by the parties. This Agreement may be executed in counterpart.