1. Definitions:

In this Agreement, all capitalised terms shall have the meaning set out in the Definitions section or on the Order Form.

2. How the Agreement works

2.1 By entering into the Agreement, you become entitled to use the Service(s) selected on the Order Form for the Initial Term. The Services are priced (i) on the basis of the number of Reports and Documents obtained from the Web-site by you ("Hit Pricing") and/or (ii) the number of Users licensed to access the Web-site ("User Licence Pricing"), as indicated on the Order Form. Clause 3 will apply to purchases based on Hit Pricing and Clause 4 will apply to purchases based on User Licence Pricing.

2.2 The number of Hits available under a Hit Pricing arrangement will be subject to the Cap stated on the Order Form. Use of an Enterprise-wide or Seat licence will not be limited to any explicit maximum number of Hits. In either case, you will be subject to D&B 's Fair Use policy, under which D&B may require you, by written notice, to moderate your usage or to accept reasonable restrictions on usage to ensure that usage over the year will remain within the Cap stated on the Order Form, if any, or the pattern of usage normally associated with end-users meeting their individual requirements for information. In these circumstances you may choose to renegotiate your user agreement to match your pattern of usage more precisely and take advantage of any larger user discounts which might be available.

3. Hit Pricing

3.1 Where any Service is selected on a Subscription or Value Pack basis, use of Documents, Packages and Reports will be charged against your account. You will receive an itemised monthly statement of usage and the resulting balance on your account.

3.2. Your Service Fee may consist of a number of separate charges, each for a separate Service or Module, as set out on the Order Form. If a pre-paid Subscription for any particular Module is used up or a Cap is exceeded before the end of the relevant Year, you may continue to use the Services within that Module as before, for the rest of that Year, in which case D&B will charge you for any continued usage on a Pay-as-you-go basis at D&B 's relevant full list price, or with a pro rata equivalent monthly Service Fee as appropriate.

3.3 Subject to giving reasonable advance written notice, D&B may publish new prices for European, International and Consumer report types during the term of this Agreement, but only to the extent necessary to account for increases in charges levied upon D&B by Content Providers.

4. User Licence Pricing

4.1 An Enterprise-wide licence will enable any of your Personnel to access all or any Modules or elements of the Service you may specify, subject to the maximum number of concurrent users indicated on the Order Form.

4.2 A Seat licence will enable only those individual Personnel nominated by you and recorded with D&B to access the Service or the specific Modules you may specify for each person. A Seat and the corresponding User ID and password allocated to an individual user may not be shared with or assigned to another individual, unless the original user leaves employment or is absent for a substantial period and then only by prior written consent of D&B , which will not be unreasonably withheld or delayed.

5. Licence and Service Issues

5.1 D&B shall use all reasonable endeavours:

5.1.1 to keep client services staff available throughout the Working Day to help you navigate the Web-site, use any particular tools or functions or verify any information content;

5.1.2 to ensure the Services are available for access at all times during the Working Day and such additional hours as may be practicable having regard to D&B 's requirements to carry out system development or maintenance work;

5.1.3 to compile and maintain D&B 's Databases with reasonable skill and care, updating each Data field at a frequency appropriate to its content. Subject to Clauses 6.1.4 and 6.3 below, D&B may withdraw, change or add to the content, both within particular Report or Package formats and the Databases generally, and may change the way you use the tools and functions provided, but D&B shall not invoke these rights in respect of essential features unless this is necessitated by market or supply conditions, changes in the law, or D&B believes the replacement will be more relevant, informative or easy to use.

5.2 D&B 's contracts with Content Providers may be due for review or renewal during the term of this Agreement. This means D&B must, subject to Clauses 6.1.4 and 6.3 below, reserve the option to withdraw, reconfigure or re-price third party Data content, but only to the extent that this is a natural consequence of action taken by a Content Provider or better terms available from an alternative Content Provider.

5.3 D&B grants you for the term of the Agreement a non-exclusive, non-transferable licence to search the Databases relevant to the Services you have selected and to use, down-load, store and make copies of and extracts from the Documents, Reports and Packages available from those Services, subject to the Core Terms and, where applicable, to the corresponding Additional Terms.

5.4 D&B 's contracts with Content Providers may not provide D&B with commitments which match the commitments D&B would wish to make to you. For example, the "Working Day" in an overseas time-zone may cause delay in access to certain data or responses to queries. Where Additional Terms conflict with Core Terms, the Additional Terms shall take priority.

5.5 Your right of access to the Services is dependent on user I.Ds and passwords. These are confidential and may only be used by you as the end-user: they may not be used by or disclosed to third parties. If you suspect misuse of a user I.D. or password, your administrator should change it. D&B shall not be held responsible for mis-use of user I.D.s.

5.6 The licences granted hereby do not authorise you to act as an information broker, publisher or intermediary, whether for sale or otherwise.

5.7 One of your users should be designated as the administrator, who alone may appoint and remove other users and perform account management functions. If you do not notify D&B of an administrator, D&B may designate your contact named on the Order Form for that purpose, pending a nomination from you.

5.8 D&B shall make user guide notes and a series of "help" topics available to you, which you can summon to your screen while using the Web-site. You should interpret the information obtained from the Databases in accordance with the definitions and explanations of accounting terms provided. However, any tool tips, specimen reports, graphics or user instructions found in the Web-site help features, or service messages or other texts which are issued to you are intended as informal guidance only: they do not constitute a representation and shall not form or vary any part of this Agreement.

6. Term of the Agreement

6.1 The Services shall be available from the Commencement Date. The Agreement shall remain in existence until the Renewal Date unless one of us terminates the Agreement early, by giving the other at least 3 days written notice, under any of the following provisions:

6.1.1 either of us may terminate this Agreement if the other commits a material breach of any condition of this Agreement which, if capable of remedy, is not remedied within 14 days after receipt of notice requiring the breach to be remedied, or enters into liquidation, receivership, bankruptcy or otherwise ceases to trade or to be able to pay its debts as they fall due;

6.1.2 D&B may terminate this Agreement if you fail to pay any amounts payable for your use of the Service within thirty days after the due date for payment;

6.1.3 D&B may terminate this Agreement if, for genuine and substantial operational or commercial reasons, D&B withdraws from the market any principal feature or function in or of a Database, a Service or the Web-site;

6.1.4 You may terminate this Agreement if D&B makes changes to the essential features of the Services which are so wide-ranging and substantial that, on any reasonable objective view, the nature and quality of the Services you use have been substantially impaired;

6.1.5 either of us may terminate this Agreement if, for any reason beyond D&B 's reasonable control, the Services suffer any interruption or failure in the nature of force majeure, such that the Services are wholly or substantially unavailable to you over a period of fifteen consecutive Working Days, or for any fifteen Working Days within a period of thirty consecutive Working Days.

6.2 If D&B terminates on the grounds described in Clauses 6.1.3 or 6.1.5 above, or if you terminate on the grounds described in Clauses 6.1.1, 6.1.4 or 6.1.5, you will be entitled to a refund of a portion of any prepaid Service Fees, calculated in accordance with Clause 6.3 below. D&B will be entitled to payment for sums attributable to any usage or licence period prior to termination not previously billed or paid for and may deduct the same from any refund but, except as provided by Clause 6.4 below, further instalments of Service Fees, if any, relating to any period or usage following termination will not be payable. On termination of this Agreement in any other case, whether or not it be replaced with a further agreement, D&B may claim payment for any usage or licence period not previously billed or paid for and may retain any remaining balance on your account.

6.3 D&B shall calculate and pay any refund owing to you pursuant to Clause 6.2 within twenty-one days after the effective date of termination and provide a statement of the calculation. The refund will represent the portion of any prepaid Service Fees which is attributable to any future usage or future period beyond the date of termination and be calculated, in the case of a Subscription, by reference to the number of Hits unused as a proportion of the total of those purchased and, in the case of a Value Pack or User Licence arrangement, by reference to the number of days unexpired in the period for which the Service Fees were paid.

6.4 Following termination, D&B may cancel your passwords and user I.Ds. but if, meanwhile, you continue using the Services without having formally replaced the Agreement, you agree that such use may be billed at the prevailing full list price (for Hit priced Modules), or at a monthly rate equivalent to the Service Fee for the most recent Year divided by 12 (for User Licence or Value Pack Modules, as D&B reasonably considers most appropriate), and shall be subject to the terms of the outgoing Agreement.

6.5 Termination shall not affect any right or remedy which either party may have against the other and Clauses 6.2, 6.4, 7, 8, 9.2, 10 and 11.6 shall survive termination of the Agreement.

7. Charges

D&B shall provide you with a V.A.T. invoice for all charges made under this Agreement. Unless otherwise indicated on the Order Form, the Service Fee for a Pay-as-you-go arrangement, is payable monthly in arrears and for any other arrangement is payable in full on the Commencement Date. You undertake to pay D&B 's invoice(s) for the Service Fees and for any further sums becoming payable under clause 3.2 or 6.4 above within 10 days after receipt of D&B 's invoice, failing which D&B may without prejudice to any other rights or remedies at its discretion charge you interest from the date of invoice to the date of payment inclusive, at a daily rate equivalent to 3% p.a. above Barclays Bank plc base rate, and suspend access to the Services.

8. Confidentiality

8.1 You undertake that you will:

8.1.1 treat all information obtained from the Databases or otherwise through the Services as strictly private and confidential and use all such information as an end-user only, for your own private use and for the internal purposes and the benefit of your business alone. Some facts or credit opinions may be regarded as defamatory or damaging, particularly by the subject of a Report or Package. In no event may you cause or permit any information obtained from the Databases or otherwise through the Services to be disclosed, used or published in any form (whether a copy, an extract, or a compilation with other content) to or for another party, whether for resale or otherwise.

8.1.2 indemnify D&B and its contractors and Content Providers against all damages and reasonable legal costs arising out of any claim resulting from a breach by you of clause 8.1.1 above.

8.2 Notwithstanding Clause 8.1 above, you may

8.2.1 disclose, copy and distribute Documents on an ad hoc basis, without obligation of confidentiality (i) to your Affiliates or (ii) provided that any such disclosure or re-distribution is an incidental part of some larger transaction and is not entered into on a commercial resale basis, to any other person.

8.2.2 disclose Documents, Packages, Reports and Data of any kind to your professional advisers or Affiliates provided that they first agree to be bound by the Core Terms and any relevant Additional Terms and that D&B may rely upon and enforce that agreement.

8.2.3 disclose Documents, Packages, Reports and Data of any kind if D&B consents in writing to that specific act of disclosure or if you are legally obliged (other than simply a contractual promise) to disclose that information but then only to the extent of such consent or obligation.

9. Data Protection

9.1 Each of us shall use reasonable endeavours at all times to conform with all relevant principles and regulations governing the holding and processing of personal data obtained from the other including without limitation the Data Protection Act 1998 as may be amended from time to time. If you issue User IDs and passwords to users outside the European Economic Area you should have an arrangement in place which complies with the 8th Data Protection principle. You undertake to provide users with any information they may require about D&B 's holding of their personal data.

9.2 D&B may restrict certain uses or disclosures by you of personal data as D&B may consider reasonable to ensure compliance with legislation or good practice.

10. D&B 'S WARRANTY & EXCLUSION OF LIABILITY

10.1 D&B warrants that D&B is, or is duly licensed by, the owner of each of the Databases and the software driving all the search tools and functions you use as part of the Services. If a third party alleges your use of the Services has infringed any party's intellectual property rights, D&B shall pay promptly on demand any costs, claims, losses, liabilities and expenses awarded or agreed by D&B by way of settlement to be paid to the third party together with your reasonable legal fees, provided you make no admission and allow D&B full control of the defence and settlement of the claim. You may participate in the defence at your own cost and have notice of all key events.

10.2 D&B aspires to the highest quality standards in the industry, but errors could arise from a number of causes. You should therefore use Documents, Packages and Reports and Web-site functions with caution particularly in relation to higher value business decisions. D&B and its Content Providers make no representation or warranty and assume no duty of care to you or any other party except as expressly stated in this Agreement. D&B 's undertakings in this Agreement are given in lieu of all terms implied by statute, which are excluded to the fullest extent permitted by law. D&B and its Content Providers do not seek by the terms of this Agreement to limit their liability for death or personal injury caused by their negligence, or for fraud, breach of statutory duty or for any wilful act calculated to cause you or others harm or loss, or under the indemnity given in Clause 10.1 ("the Excepted Cases"). Other than as to the Excepted Cases, D&B and its Content Providers shall not be liable to you or any third party in tort or contract for any loss of profit, goodwill or reputation, or for any indirect or consequential loss, cost or damage arising out of any error, omission or defamatory statement in the Databases or in any Document, Package or Report, or out of any particular use or interpretation of the same, or lack of availability of the Service or failure of any search tools or functions which are part of the Services, nor for any direct loss, cost or damage of any kind so arising which you or others may incur.

10.3. In the event that D&B or its contractor or a Content Provider shall be found liable in respect of any matter arising out of your use of any part of the Services or otherwise under this Agreement (other than as to the Excepted Cases), such party's maximum liability to you or anyone claiming through you, whether in tort or contract, and whether by way of damages, legal costs or otherwise, arising out of each single incident or series of connected incidents shall be limited to a total amount equal to either (i) 100% of the Service Fee payable in respect of that Module or part of the Service(s) giving rise to the claim, or (ii) 20,000, whichever is the greater.

10.4 Neither of us nor any Content Provider shall be liable for any delay, interruption or failure in performing any obligations hereunder which is wholly or substantially attributable to any circumstance which is beyond its reasonable control including, without limitation, war, act of terrorism, riot, flood, storm, act of God, strike or other labour dispute, change in the law, lack of power, telecommunications or other public amenity or computer malfunction.

11. General

11.1 No time or indulgence allowed or delay in the exercise of rights by either party shall affect its rights hereunder against the other or operate as a waiver.

11.2 This Agreement constitutes the entire agreement between us regarding its subject matter. This Agreement may only be amended by written agreement signed by you and D&B or executed by you using an account administrator password to perform a formal online accept/reject procedure established on the Web-site.

11.3 The terms of the Agreement are severable and if any one or more of them is held illegal or invalid the remainder shall continue in full force and effect.

11.4 This Agreement, or the benefit of it, may not be assigned to or put to the use of any third party without D&B 's written consent which, in the case of assignment to or use by your Affiliate, shall not be unreasonably withheld or delayed. D&B may assign the benefit and/or burden of the Agreement as it sees fit by serving written notice to you.

11.5 All notices served under this Agreement must be in writing. A notice shall be validly served if sent during a Working Day by fax or e-mail to the address or (as the case may be) the number of the recipient shown on this Agreement for the attention of D&B 's Managing Director or, as the case may be, of your administrator or your contact shown on the Order Form, or to such other name and address as either of us may notify to the other for the purpose, provided the notice is also posted within two Working Days thereafter. A notice served by fax or e-mail, subject to postal confirmation, shall be treated as served on the day of transmission, or if not a Working Day, on the next Working Day) and a notice served by post alone shall be treated as served two Working Days after posting.

11.6 Content Providers shall be deemed to have relied upon, and acquired rights under or to enforce, Clauses 8.1 to 10.4 inclusive but subject thereto no third party shall be deemed to have relied upon, acquired rights under or to enforce any provision of this Agreement. We do not require the consent of any third party to rescind or vary this Agreement. D&B will have relied upon your agreement with the third parties described in Clause 8.2.2, if any, and shall be entitled to have the advantage of their undertakings to you.

11.7 This Agreement shall be interpreted and construed in accordance with the laws of England & Wales, and we both agree to the non-exclusive jurisdiction of the English courts.

Definitions (See Clause 1)

"Additional Services" means all and any services which are available on the Web-site, other than the Core Services, including but not limited to, European Online reports, International Offline reports and Consumer information.

"Additional Terms" means those further terms which will apply specifically to your use, if any, of Additional Services, as set out in the Appendix and the relevant access point on the Web-site.

"Affiliate" means your group undertaking, as the same is defined by Section 1161 of the Companies Act 2006.

"Agreement" means this agreement between you and D&B governing your use of the Services and comprises (1) the Order Form, (2) the Core Terms, (3) the Price List and, to the extent only that you use Additional Services, (4) the applicable Additional Terms.

"Alert" is a service whereby a customer may request automatic notification of selected events affecting a nominated company's record on the Databases.

"Cap" means the maximum number of Hits available to you in any Year with a Value Pack arrangement.

"Content Provider" means a third party who contributes information deployed within the Services.

"Core Service" means the provision of information on companies and businesses incorporated or established in the United Kingdom and/or Republic of Ireland as selected on the Order Form, along with a range of online search, analysis and reporting tools.

"Core Terms" means the Terms and Conditions and the Definitions set out in this document.

"D&B " means Dun & Bradstreet Limited.

"Data" means all or any information available through the Services, except Documents

"Database(s)" means D&B 's database of UK and Irish company information and D&B 's database of Document images, from which the Data, the Documents, the Reports and the Packages are compiled to provide the Core Service, and each additional discrete database which may be or become the basis of any Additional Service which you access under this Agreement

"Document" means a digital image or representation of an original document filed at Companies House or otherwise publicly available.

"Hit" means a single access to a Report, Package or Document via the Core Service.

"Initial Term" means the period commencing on the Commencement Date and expiring on the Renewal Date indicated on the Order Form.

"Module" means any one of the discrete categories of Document, Package and/or Report types which D&B bundles together as purchasing options.

"Report" means any one of a range of standard or bespoke selections of Data from the Web-site relating to a single subject company or person, or group of companies or persons

"Package" means a collection of Documents all relating to a common theme or subject, which is either compiled by the user or automatically within a range of standardised search packages, or commissioned for offline research by D&B .

"Pay-as-you-go" means an arrangement whereby Service Fees for part or all of the Services are based on recorded Hits and are invoiced monthly in arrears.

"Personnel" means employees or contractors engaged full time in your business or that of any Affiliate authorised to use the Services.

"Seat" means a personal licence allocated to an individual member of your Personnel who is nominated by you.

"Service(s)" means the provision via the Web-site of the Core Services and/or the Additional Services, as selected on the Order Form. The Services will include any additional search tools, data, services or links which may be released to you on the Web-site during the term of the Agreement, subject to your agreement to any Additional Terms and Service Fees which D&B may require as a condition of their use.

"Service Fee" means the fee agreed for your use of the Services, either as a yearly fee or as Pay-as-you-go and ad hoc fees which may arise during the term of the Agreement.

"Subscription" means an arrangement whereby each Document, Report or Package is individually priced and a fixed pre-payment entitles you, during the term of the Agreement, to use any number of Documents, Reports and Packages from the relevant Service up to the value of the pre-payment.

"Value Pack" means an arrangement whereby a fixed payment entitles you to any number of Hits from the relevant Service during the term of the Agreement, subject to any Cap specified on the Order Form.

"we", "us", "our" refer to you and D&B together

"Web-site" means the point of presence on the internet from which D&B makes Services available

"Working Day" means from 8.00 a.m. to 6.00 p.m. G.M.T. or when applicable, B.S.T. every day other than Saturdays, Sundays and English public holidays.

"Year" means the period of twelve months from the Commencement Date, or from each anniversary thereof, during the term of the Agreement.

"you" means the person or organisation named as the customer on the Order Form.