INTERPRETATION

1.1

In these Conditions:

'BUYER'

Means the party who accepts a quotation of Infospectrum for the sale of the Reports or whose order for the Reports is accepted by Infospectrum

'REPORTS'

Means the reports verbally or in writing which Infospectrum is to supply in accordance with these Conditions

'INFOSPECTRUM'

Means Infospectrum.Net Limited

'CONDITIONS'

Means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Infospectrum

'CONTRACT'

Means the contract for the purchase and sale of the Reports

BASIS OF THE SALE

2.1

Infospectrum shall sell and the Buyer shall purchase the Reports in accordance with any written or online quotation of Infospectrum which is accepted by the Buyer, or any written or oral order of the Buyer which is accepted by Infospectrum subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer

2.2

No variation of these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Infospectrum

ORDERS AND SPECIFICATIONS

3.1

The Buyer shall be responsible to Infospectrum for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving Infospectrum any necessary information relating to the Reports within a sufficient time to enable Infospectrum to perform the Contract in accordance with its terms

3.2

No order which has been accepted by Infospectrum may be cancelled by the Buyer except with the agreement in writing of Infospectrum

3.3

Infospectrum reserves the right at any time without notice to withdraw any Reports from its range of Reports or to alter the design specification or nature thereof and shall not be liable to any Buyer for any loss or damage sustained by any Buyer resulting from such withdrawal or alteration.

3.4

Infospectrum makes no representation that any of the Reports will be suitable or possible to deliver in any particular circumstance.

PRICE OF THE REPORTS

4.1

The price of the Reports shall be Infospectrum's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Infospectrum's published price list current at the date of acceptance of the order and include the cost of delivery. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by Infospectrum without giving notice to the Buyer

4.2

The price is exclusive of any applicable value added tax and any bank charges that are payable, which the Buyer shall be additionally liable to pay to Infospectrum

TERMS OF PAYMENT

5.1

Subject to any special terms agreed in writing between the Buyer and Infospectrum, Infospectrum shall be entitled to invoice the Buyer for the price of the Reports on or at any time

5.2

The Buyer shall pay the price of the Reports within 30 days of the date of Infospectrum's invoice.

5.3

If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Infospectrum, Infospectrum shall be entitled to:

5.31		cancel the contract or suspend any further deliveries on a credit basis or at all to the Buyer;
5.32		appropriate any payment made by the Buyer to such of the Reports (or the Reports supplied under any other contract between the Buyer and Infospectrum. Infospectrum may think fit (notwithstanding any purported appropriation by the Buyer); and
5.33		charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 2% per cent per annum above Barclays Bank Plc, Base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) and to recover all and any costs incurred by it (including costs fees and disbursements of any outside agency) in collecting any monies due
5.34		to recover the price of the Reports from the Buyer by action, even though property in the Reports has not yet passed to the Buyer in accordance with the provisions of clause 7 below;
5.35		to treat all other sums owing or incurred by the Buyer to Infospectrum but not already due for payment as due and immediately payable in full;

5.4

Payment may be made by cheque or banker's draft drawn on a London clearing bank or by way of telegraphic transfer to
Barclays Bank, PO Box 1, Bridge Street, Banbury, OX16 8PS, UK;
Sterling A/C 30012068;
Sort Code 20-03-84;
US$ A/C 83214222

DELIVERY

6.1

Delivery of the Reports shall be made in accordance with the method agreed between the parties

6.2

Any dates quoted for delivery of the Reports are approximate only and Infospectrum shall not be liable for any delay in delivery of the Reports howsoever caused.

RISK AND PROPERTY

7.1

Notwithstanding delivery and the passing of risk in the Reports, or any other provision of these Conditions, the property in the Reports shall not pass to the Buyer until Infospectrum has received in cash or cleared funds payment in full of the price of the Reports and all other Reports agreed to be sold by Infospectrum to the Buyer for which payment is then due

WARRANTIES AND LIABILITY

8.1

Except in respect of death or personal injury caused by Infospectrum's negligence, Infospectrum shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any direct special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Infospectrum, its employees or agents or otherwise) which arise out of or in connection with the supply of the Reports except as expressly provided in these Conditions

8.2

Infospectrum total liability under the Contract for any loss or arising in respect of any one event or series of events to the Buyer or any third party shall not exceed £100,000 or the Contract price whichever is the greater for the Reports delivered except in cases of death or personal injury where Infospectrum understands that no limit on his liability shall apply

8.3

Infospectrum shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Infospectrum's obligations in relation to the Reports, if the delay or failure was due to any cause beyond Infospectrum's reasonable control

8.4

Whilst Infospectrum will use its reasonable commercial endeavours to ensure that Reports are free from errors and omissions no warranty is given in respect of the same.

INDEMNITY

9.1

The Buyer shall indemnify Infospectrum on a full and qualified basis in respect of any breach by the Buyer on the terms of these Conditions.

BUYER'S USE OF THE INFORMATION

10.1

The Infospectrum Report and/or the credit rating shall only be used as one factor in any decision by the Buyer relating to its business or otherwise and the same is issued for the purpose of guidance only.

10.2

The information contained in the Report is confidential and shall not be transmitted or otherwise revealed by the Buyer to any third party and the Buyer acknowledges that the intellectual property rights in the Reports belong to Infospectrum.

10.3

The Customer will not knowingly ask for Reports on behalf of others.

10.4

The Customer will not reveal Infospectrum as the source of the information contained in the Report to any third party.

GENERAL

11.1

Termination
Notwithstanding anything else contained herein the Contract may be terminated by Infospectrum on 30 days written notice to the Buyer. Any termination of this agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force or any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination

11.2

Waivers
Time shall be of the essence of the Contract, but no failure to exercise nor any delay in exercising on the part of the Parties hereto any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any right or remedies provided by law

11.31		Each communication to be made hereunder shall be in writing but, unless otherwise stated, may be made by email, telefax or letter
11.32		Any communications or document (unless made by telefax) to be made or delivered by one Party to another pursuant to the Contract shall (unless that other Party has, by 15 days' written notice to the other Party specified another address or telex number) made or delivered to that other Party at the address or email address identified with his signature [below/ overleaf]

11.4

Assignment and Transfers
Infospectrum may at any time and at its own costs assign or transfer all or any of its rights, benefits and obligations hereunder

11.5

Governing Law
These conditions and any Contract made subject to the same shall be governed by and construed in all respects in accordance with English Law