GB Trace Service Agreement

BY CLICKING “ACCEPT” YOU WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO AND BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT FORTHWITH. IF YOU ARE USING THE SERVICE ON BEHALF OF A BUSINESS OR OTHER ORGANISATION YOU WARRANT THAT YOU HAVE THE AUTHORITY TO CONTRACTUALLY BIND THAT ORGANISATION.

The Client wishes to obtain a licence to use Services provided by GB under the terms of this Agreement. As a Royal Mail accredited Solutions Provider, GB is required to incorporate certain terms and conditions in respect of use of the Royal Mail Data which are contained within Schedule 1 to this Agreement.

1. DEFINITIONS

"Affiliates" means any Subsidiary or Holding Company of a Party, any Subsidiary of a Holding Company of a Party and any person directly or indirectly associated with a Party or its Holding Company if that person or its Holding Company owns directly or indirectly securities in issue of such entity carrying more than 20% of all voting rights (being the right to vote at general meetings).

“Agreement” means this Web Services Agreement, the Exhibits, Schedules and Appendices to this Agreement, which in the case of conflict rank in the order of precedence set out above.

“Annual Extension” means each period of 12 months commencing on the expiry of the Initial Period and each anniversary thereafter.

“Authorised User” means anyone who has been given access to the Service by the Client.

“Charges” means the charges for the Service which the Client shall pay directly to GB’s appointed Collection Agent.

“Client” means the individual, public authority or corporate body named on the Order. GB may accept instructions from anyone who GB reasonably believes is acting with the Client’s authority or knowledge.

“Client Information” means data and any other materials (in whatever form) published or otherwise made available (directly or indirectly) by or on behalf of the Client. Client Information may include information about the Client (including individual employees or its representatives) or the Authorised Users, which may include personal data subject to laws or regulations.

“Collection Agent” means the company appointed by GB to directly collect Charges from the Customer in respect of the Service.

“Confidential Information” means any information of a confidential or proprietary nature (irrespective of the form of presentation or communications, including, but not limited to, computer software, databases and Data, physical objects and samples) relating to the business, operations, customers, processes, budgets, product information, know-how and strategies of either Party, Royal Mail or any third party licensor of Data.

“Contract Start Date” means the date specified as the contract start date on the Order or the date when the Client first starts to use the Service, whichever is the earlier.

“Creditsafe” means Creditsafe Business Solutions Limited (company registration number: 03836192) and with registered office address of Bryn House, Caerphilly Business Park, Van Rd, Caerphilly CF83 3GG who will be acting as Collection Agent in respect of the Service.

“Data” shall mean the data that is provided by GB or its third party licensors within the Service. Where there are additional requirements on the use of the Data within the Service then such additional requirements will be detailed within the Schedules to this Agreement and references to Data shall be construed in accordance with the meaning in this definition and such Schedules.

“Data Subject” means the individual whose details are being provided to GB by the Client and which will be processed through the Service.

“Event of Force Majeure” means any one or more acts, events, omissions or accidents beyond the reasonable control of a Party, including (but not limited to) strikes, lock-outs or other industrial disputes, failure of a utility service, or transport network or information technology or telecommunications service, act of God (including without limitation fire, flood, earthquake, storm or other natural disaster), war, threat of war, riot, civil commotion, terrorist attack, malicious damage (including without limitation the acts of hackers), epidemic, compliance with any law or governmental order, rule, regulation or direction, accidental damage, failure of plant or machinery, or default, non-performance or late performance of suppliers or sub-contractors.

“GB” or “GB Group” means GB Group plc of GB House, Kingsfield Court, Chester Business Park, Chester, CH4 9GB registered in England No 2415211, including its authorised subcontractors and agents.

“Helpdesk” means the helpdesk facility provided by GB to handle enquiries and administration for the Service.

"Holding Company" has the meaning ascribed to it by section 1159 of the Companies Act 2006.

“Identity Management” means the tracing of and/or verification or validation of the identity of Data Subjects.

means the tracing of and/or verification or validation of the identity of Data Subjects.

“Initial Period” means 12 months from the Contract Start Date or any other period specified in the Order Form (whichever is the earlier).

“Intellectual Property Rights” or “IPR” means (I) patents, rights to inventions, rights in designs, trade marks and trade names, copyright and related rights, rights in goodwill, database rights, know-how and confidential information, whether registered or not; (II) all other intellectual property rights or forms of protection and similar or equivalent rights anywhere in the world (whether registered or not) which currently exist or are recognised in the future; and (III) all applications, extensions and renewals to any such rights.

“Normal Business Day” means Monday to Friday (excluding public and bank holidays in England).

“Order” means the document provided to you in addition to this Web Services Agreement detailing amongst other things the Charges for the Service, the Contract Start Date and other details of the Service made between the Customer and Creditsafe.

“Party” means a party to this Agreement and shall be construed accordingly.

“Royal Mail” means Royal Mail Group Limited whose registered office is 100 Victoria Embankment, London EC4Y 0HQ (registered in England number 4138203).

“Service” means the Service or, where appropriate, the Services or part of the Service described in the Service Schedule or otherwise provided by GB to the Client pursuant to this Agreement.

“Service Schedule” means the schedule to this Agreement entitled "Service Schedule".

“Subsidiary” has the meaning ascribed to it by Section 1159 of the Companies Act 2006.

“System Administrator” means the individual authorised by the Client to manage configurable aspects of the Service including but not limited to management of Authorised Users.

2. DURATION

This Agreement will start on the Contract Start Date and will continue for the Initial Period and thereafter for each Annual Extension unless and until it is terminated in accordance with the terms of this Agreement.

3. PROVISION OF THE SERVICE

3.1. GB will provide the Client with the Service on the terms of this Agreement.

3.2. GB will use reasonable endeavours to provide the Service by the date agreed with the Client but all dates are estimates and GB has no liability for any failure to meet any date, unless the Service Schedule says otherwise. GB will use reasonable endeavours to provide the Service by the date agreed with the Client but all dates are estimates and GB has no liability for any failure to meet any date, unless the Service Schedule says otherwise.

3.3. GB will use reasonable efforts to provide uninterrupted Service but from time to time faults may occur, which GB will attempt to repair in accordance with the fault repair service as set out in the Service Schedule.

3.4. Occasionally GB may:

a) for operational reasons change the technical specification of the Service, provided that any change to the technical specification does not materially reduce the performance of the Service;

b) give the Client instructions which it reasonably believes are necessary for reasons of health, safety or the quality of any service provided by GB to the Client or any other client and the Client shall comply with such instructions; and/or

c) suspend the Service for operational reasons such as repair, maintenance or improvement or because of an emergency and GB will give the Client as much on-line, written or oral notice as possible and the Service will be restored as soon as possible.

3.5. With the exception of the hardware, software and communications services described as being provided by GB in the Service Schedule, the Client is responsible for providing suitable computer hardware, software, and telecommunications equipment and services necessary to access and use the Service.

3.6. This Agreement does not include the provision of telecommunications services necessary to connect to the Service.

4. CONNECTION OF EQUIPMENT TO THE SERVICE

4.1. The Client must ensure that any equipment connected to or used with the Service must be connected and used in accordance with any applicable instructions, safety and security procedures of GB and any other relevant third party.

4.2. The Client must ensure that any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service and that it meets the minimum technical specifications detailed on the Order.

5. SECURITY

5.1. The Client is responsible for the security and proper use of all user identities (“user IDs”) and passwords used in connection with the Service (including changing passwords on a regular basis) and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people. For the avoidance of doubt the Client will be responsible for all Charges for the Service where the user ID has been used to access the Service.

5.2. The Client must immediately inform GB if there is any reason to believe that a user ID or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.

5.3. GB reserves the right to suspend user ID and password access to the Service if at any time GB reasonably considers that there is or is likely to be a breach of security or misuse of the Service.

5.4. GB reserves the right at its sole discretion to require the Client to change any or all of the passwords used by the Client in connection with the Service.

5.5. The Client must inform GB, without undue delay, of any changes to the information the Client supplied.

6. USE OF THE SERVICE

6.1. The Client shall only access the Service as permitted by GB and shall not attempt at any time to circumvent system security or access the source software or compiled code. The Client shall comply with any additional terms and conditions relating to the Service as are detailed in the Schedules to this Agreement.

6.2. The Service is provided solely for the Client’s own internal use and the Client will not resell or attempt to resell the Service (or any part or facility of it) to any third party.

6.3. The Service can only be used by the Client: (a) to cleanse and enhance Client Information for the purpose of updating and/or verifying the Client Information and/or making contact with a Data Subject within the Client Information;

6.4. The Service is protected by Intellectual Property Rights. The Client must not do any of the following or permit anyone else to do any of the following: copy, store, adapt, modify, transmit or distribute the Service except to Authorised Users.

6.5. The Client shall be responsible for the creation, maintenance and design of all Client Information.

6.6. The Client warrants that it shall comply with all consumer and other legislation, instructions and guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the Client and which relate to the provision of Client Information.

6.7. If the Client uses:

a) the Service in contravention of paragraphs 6.1 to 6.6; or

b) the Service made available to it in any way which, in GB’s opinion is, or is likely to be, detrimental to the provision of the Service to the Client or any other client and fails to take corrective action within a reasonable period of receiving notice from GB;

GB may treat the contravention as a material breach of this Agreement which cannot be remedied for the purposes of paragraph 13.3(b).

6.8. The Client is responsible for the acts and omissions of all Authorised Users in connection with the Service and is liable for any failure by any Authorised User to perform or observe the terms and conditions of this Agreement, including without limitation any instructions issued under paragraphs 3.4(b),4.1 and 4.2.

6.9. The Client shall upon reasonable notice grant to GB or its agents, reasonable accompanied access during working hours, to their premises, accounts and records relevant to this Agreement for the purpose of verifying and monitoring the Client’s compliance with its obligations under this Agreement and shall maintain such records as are necessary to enable GB or its third party suppliers to confirm the Clients compliance herewith.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. All Intellectual Property Rights subsisting in and/or relating to the Service, the Data and documentation, from time to time are and shall remain the property of GB, Royal Mail or GB’s third party licensors. The Client shall acquire no rights in the Data or to the documentation or the Service (or any software or other application, data or information comprising or forming part of the same), other than the right to use the Service, Data and documentation in accordance with the terms of this Agreement. This Agreement shall not operate as an assignment of any Intellectual Property Rights. The Client shall not remove or tamper with any copyright notice attached to any Data or other materials supplied to it pursuant to this Agreement. The provisions of this clause shall continue to operate after the termination of this Agreement.

7.2. Save to the extent permitted by law, the Client shall not modify, merge or combine with any other software or documentation or reverse engineer or decompile the whole or any part of Service or Data.

7.3. If any third party makes or threatens to make a claim against GBG, the Client or one of GBG’s third party suppliers that the use of the Service and/or Output Material or part thereof infringes any third party’s Intellectual Property Rights, GBG shall be entitled to do one or more of the following:-

(a) suspend any part of the Service that is subject to the infringement claim made by the third party;

(b) modify the Service, or item provided as part of the Service, so as to avoid any alleged infringement, provided that the modification does not materially affect the performance of the Service;

(c) terminate the Agreement upon written notice to the Client and provide a refund to the Client of any Prepayment made by the Client which at the date of termination has not been and will not be credited against Charges due to GBG.

7.4. GBG will indemnify the Client against all liabilities, costs, expenses, damages and losses incurred by the Client as a direct result of any third party making or threatening to make a claim against the Client that the Client’s use of the Service and/or Output Material in accordance with the terms of this Agreement infringes that third party's Intellectual Property Rights (a “Claim”), provided that the Client:

(a) notifies GBG promptly in writing of any Claim;

(b) makes no admission or compromise relating to the Claim or otherwise prejudice GBG’s defence of such Claim;

(c) allows GBG to conduct all negotiations and proceedings in relation to the Claim; and

(d) gives GBG all reasonable assistance in doing so (GBG will pay the Client’s reasonable expenses for such assistance).

7.5. The indemnity in clause 7.4 does not apply to any Claim arising as a result of the use of the Service in conjunction with software, materials, equipment and/or services which GBG have not supplied pursuant to this Agreement or to Claims caused by designs or specifications made by the Client, or on the Client’s behalf.

7.6. The Client warrants that:

8. INTELLECTUAL PROPERTY RIGHT INDEMNITIES

8.1. GB will indemnify the Client against all liabilities, costs, expenses, damages and losses incurred by the Client as a direct result of any third party making or threatening to make a claim against the Client that its use of the Service and/or Data in accordance with the terms of this Agreement infringes that third party's Intellectual Property Rights (a “Claim”), provided that the Client:

a) notifies GB promptly in writing of any Claim;

b) makes no admission or compromise relating to the Claim or otherwise prejudice GB 's defence of such Claim; and

c) allows GB to conduct all negotiations and proceedings in relation to the Claim and gives GB all reasonable assistance in doing so and GB will pay the Client's reasonable expenses for such assistance.

8.2. The indemnity in paragraph 8.1 does not apply to any Claim arising as a result of the use of the Service and/or Data in conjunction with software, materials, equipment and/or services which GB has not supplied pursuant to this Agreement or to Claims caused by designs or specifications made by the Client, or on the Client's behalf.

8.3. The Client agrees to indemnify GB against all liabilities, costs, expenses, damages and losses incurred by GB arising out of or in connection with:

a) any third party making or threatening to make a claim against GB that the Client's use of the Data and/or Service in conjunction with other software, equipment, materials and/or services not supplied by GB pursuant to this Agreement infringes that third party's IPR; and

b) any third party making or threatening to make a claim against GB that any designs or specifications made to the Data and/or Service by the Client, or on the Client's behalf infringes that third party's IPR.

8.4. GB will notify the Client of any claims or proceedings and will keep the Client informed as to the progress of claims or proceedings that relate to the indemnity in paragraph

9. CONFIDENTIALITY AND PUBLICITY

9.1. Each Party undertakes that it shall not at any time disclose to any person the terms of this Agreement and any Confidential Information of the other Party, its Affiliates or Royal Mail except as permitted by paragraph 9.3 or to the extent necessary for the proper performance of this Agreement.

9.2. The Client agrees that it shall apply to the Confidential Information no lesser security measures and degree of care than those which it takes in protecting its own confidential information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information.

9.3. No Party shall use any other Party's or Royal Mail’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

9.4. Each Party may disclose the other Party's or Royal Mail’s Confidential Information:

a) to its or its Affiliates' employees, officers, representatives, advisers and third party suppliers who need to know such information for the purposes connected to this Agreement. Each Party shall ensure that its and its Affiliates' employees, officers, representatives, advisers and third party suppliers to whom it discloses the Confidential Information comply with this paragraph 9; and

b) as may be required by law, court order or any governmental or regulatory authority;

c) which becomes generally available to the public (other than through a breach of this Agreement);

d) lawfully in the possession of the other Party before the disclosure under this Agreement took place;

e) obtained from a third party who is free to disclose it.

10. CHARGES

10.1. The Charges for the Service will be calculated in accordance with the Charges as detailed in the Order.

10.2. The Client shall pay the Charges for the Services directly to the Collection Agent.

11. LIMITATION OF LIABILITY

11.1. Neither Party excludes or limits its liability for death or personal injury resulting from its negligence, fraudulent misrepresentation or any other type of liability that cannot by law be excluded or limited.

11.2. GB does not exclude or limit its liability for the indemnity it offers to the Client pursuant to paragraph 8.1 of this Agreement nor for a breach of its obligations pursuant to paragraphs 9.1 and 20.1.

11.3. The Client does not exclude or limit its liability arising from or in connection with any mis-use or unauthorised use of the Service or the Data or any use of the Service or the Data that is not expressly permitted under this Agreement or otherwise expressly authorised by GB.

11.4. The Client does not exclude or limit its liability for the indemnity it offers to GB pursuant to paragraphs 8.3 and 20.3 of this Agreement nor for a breach of its obligations pursuant to paragraphs 9.1 and 20.2 of this Agreement.

11.5. Subject to paragraphs 11.1, 11.2, 11.3 and 11.4 each Party limits its liability to the other Party under or in connection with this Agreement, whether such liability arises in contract, tort (including without limitation negligence) misrepresentation or otherwise as follows:

a) neither Party shall be liable for loss of profits, business or anticipated savings, loss of reputation, loss of goodwill, any special, indirect or consequential loss or damage;

b) each Party’s entire aggregate liability to the other Party in respect of all claims arising out of this or connection with this Agreement or its subject matter in any 12 month period (considered retrospectively from the date on which the cause of action arose) shall not exceed the greater of £5,000 or an amount equal to the Charges paid or payable to GB pursuant to this Agreement during that 12 month period.

11.6. Subject to paragraph 11.1, GB excludes all liability (whether in contract, tort (including without limitation negligence), misrepresentation or otherwise) for any loss or damage incurred by the Client or its Affiliates relating to: (i) the Client Information (as the Client acknowledges that it is solely responsible for the accuracy of the Client Information); and/or (ii) any reliance placed by the Client or its Affiliates on the Data and/or the Services; and/or (iii) any actions or decisions taken by the Client or its Affiliates in connection with the Data and/or the Services.

11.7. GB’s aim is to provide the Client with:

a) a quality Service and so GB source the Data used in the Service from a number of reputable third party suppliers. Although GB conduct ad hoc checks and reviews of the Data the Client accepts that GB has no direct control over these third party suppliers or the Data so supplied and so the Service is provided on an “as is” basis;

b) access to an uninterrupted Service, but GB are unable to guarantee that the Service will be uninterrupted due to GB’s reliance on third party suppliers, and telecommunication services, over whom GB has no direct control, Accordingly the Client accepts that the use of the Service and/or Data is provided without any warranties, including without limitation, as to accuracy, suitability for purpose/requirements and uninterrupted availability. The Client agrees that except as expressly set out in this Agreement, all warranties, conditions and other terms relating to the Service and this Agreement whether express or implied by statute, law, custom or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.

11.8. GB does not warrant that the use of the Service and/or the Data will meet the Client's data processing or other business requirements and the Client accepts that the Service was not designed and produced to its individual requirements and that it was responsible for its selection.

12. MATTERS BEYOND EITHER PARTY’S REASONABLE CONTROL

Neither Party will be in breach of this Agreement nor liable to the other for any failure or delay in the performance of any obligations under this Agreement arising from or attributable to an Event of Force Majeure.

13. TERMINATION AND SUSPENSIONS

13.1. GB may suspend all or part of the performance of the Services immediately and without notice upon the Client's breach of any term of this Agreement including without limitation any breach of any of the provisions under paragraph 10 (Charges).

13.2. Either Party may terminate this Agreement by giving at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period or on the expiry of an Annual Extension.

13.3. Either Party may terminate this Agreement (or, if GB wish, part of it) on immediate notice in writing notice to the other if any of the following applies:

a) the other Party commits a material or persistent breach of this Agreement or commits a breach of any term in Schedule 1, which is capable of remedy and it fails to remedy the breach within 10 Normal Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;

b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied;

c) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to the other Party (other than for the purpose of a bona fide solvent re-construction, re-organisation or amalgamation);

d) the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;

e) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party;

f) an order is made for the bankruptcy or winding-up of the other Party or a resolution for its winding up is passed;

g) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other Party;

h) an application for an administration order is issued at court in respect of the other Party;

i) a meeting is convened for the purpose of considering a resolution for the winding up of the other Party or the making of an application for an administration order or the dissolution of the other Party;

j) any event analogous to any of paragraph 13.3 (c) to (i) above occurs in any jurisdiction;

k) the other Party, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation;

l) the other Party is prevented by an Event of Force Majeure from performing any of its responsibilities under this Agreement for a period of three consecutive calendar months or more.

13.4. GB may terminate this Agreement or any part of it on immediate notice in writing to the Client if:

a) the Client in any way brings GB or Royal Mail into disrepute or challenges the Intellectual Property Rights of GB, Royal Mail or any of GB 's third party data suppliers;

b) the Client discloses any information relating to the business of Royal Mail which is specified by Royal Mail as being confidential or is Confidential Information of Royal Mail;

c) the Client is subject to a change of control. "Control" for the purpose this clause means the ability to direct the affairs of the Client, whether by virtue of ownership of shares or otherwise;

d) GB’s licence to use Royal Mail data is terminated for any reason whatsoever.

13.5. When this Agreement terminates the Client shall:

a) return or destroy at GB's option and request any Confidential Information belonging to GB or its third party licensors in its possession or control;

b) immediately pay any outstanding unpaid invoices submitted to it whether before or after the termination of this Agreement.

13.6. Upon the termination of this Agreement for any reason, GB shall:

a) at the Client's option, either return to the Client or destroy all copies of the personal data which it is processing or has processed on behalf of the Client within 14 days of a request; and

b) cease processing data on behalf of the Client.

13.7. The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.

14. CHANGES TO THIS AGREEMENT

14.1. If either Party wants to change this Agreement, the Parties agree that each Party will:

a) notify the other detailing the proposed change and the reason for it;

b) discuss the proposed change;

c) notify each other whether the proposed change is feasible and the likely financial, contractual, technical and other effects of the proposed change;

d) decide whether it agrees to this Agreement being amended to incorporate the change and notify the other Party.

14.2. Agreed changes to this Agreement will be recorded in writing and will form part of this Agreement when signed by both Parties or accepted by both Parties in writing.

15. EXPORT CONTROL

Delivery of the Service to the Client may be subject to export control law and regulations. GB does not represent that any necessary approvals and licences will be granted. The Client will provide reasonable assistance to GB to obtain any necessary consents. If, through no fault of GB, any necessary consents are not granted, then GB can terminate this Agreement or the provision of the Service under it (as appropriate) without any liability to the Client.

16. ASSIGNMENT

The Client may not assign or transfer (in whole or part) any of its rights or obligations under this Agreement, without GB's prior written agreement.

17. SUB-CONTRACTING

17.1. GB has appointed certain third parties to support the provision of the Service for which it has agreements and confidentiality undertakings in place. GB undertakes that it shall not sub-contract to any third party any additional obligations to process personal data on behalf of the Client unless all of the following provisions of this paragraph have first been complied with:

a) GB has supplied to the Client such information as the Client may require to ascertain that such sub-contractor has the ability to comply with the provisions of the paragraph 20.1; and

b) GB has obtained the prior written consent of the Client (such consent not to be unreasonably withheld or delayed); and

c) in the event that GB engages any additional third party that may process personal data, GB shall ensure that it selects only those third parties that provide sufficient guarantees in respect of the technical and organisational security measures governing the processing to be carried out.

17.2. Where GB is compliant with paragraph

17.1. and notifies the Client of its intention to sub-contract any of its obligations to process personal data, but the Client withholds its consent, then GB reserves the right to terminate this Agreement on 7 days written notice.

18. ENTIRE AGREEMENT

18.1. This Agreement contains the whole agreement between the Parties and supersedes all previous written or oral agreements relating to its subject matter.

18.2. The Parties acknowledge and agree that:

a) they have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and

b) in connection with this Agreement their only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Agreement and that all other rights and remedies are excluded, except in the case of fraud.

19. NOTICES

19.1. Notices required to be given under this Agreement must be in writing and may be delivered by hand or by courier, or sent by first class post to the following addresses:

a) to GB at its registered office address and marked for the attention of the Company Secretary,

b) to the Client at the address to which the Client asks GB to send invoices or the Client's registered office address (in the case of a corporate body).

19.2. Any notice shall be deemed to have been duly received:

a) if delivered by hand or by courier, when left at the address referred to in this paragraph 19.1;

b) if sent by first class post, two Normal Business Days after the date of posting.

20. DATA PROTECTION ACT 1998 AND OTHER INTERNATIONAL DATA PROTECTION LAWS (hereinafter collectively referred to as the “Acts”)

20.1. GB warrants that in providing the Services and Data, it shall comply at all times with all relevant obligations under the Acts. In particular, where GB processes personal data on behalf of the Client, it will:

a) act on and comply with instructions of the Client (as the data controller) as such instructions are given and varied by the Client from time to time; and

b) take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

c) Where a Data Subject exercises his or her right under the Acts in respect of personal data processed by GB on behalf of the Client or where the Client is required to deal or comply with any assessment, enquiry, notice or investigation by the Information Commissioner, then GB will co-operate as requested by the Client to enable the Client to comply with the obligations of the Client (as data controller) under the Acts which arise as a result of the exercise of such rights or as a result of such assessment, enquiry, notice or investigation; and

d) GB will co-operate with the Client to the extent permitted by GB’s security policies and procedures to enable it to monitor compliance with the obligations referred to in this paragraph 20.1.

20.2. The Client warrants that it shall comply at all times with all relevant obligations under the Act and any other local or international laws covering the use, processing and/or dissemination of personal data on individuals that applies to it and its activities pursuant to this Agreement ("Data Protection Requirements") and it shall not do or omit to do any act which would place it, GB or any third party data supplier in breach of the Data Protection Requirements.

20.3. The Client agrees to indemnify GB for all liabilities, costs, expenses, damages and losses incurred by GB arising out of or in connection with the Client's breach of the warranty at paragraph 20.2.

20.4. By entering into this Agreement, the Client grants GB and its agents processing data on GB’s behalf, permission, in accordance with the Acts, to send the Client advertising and promotional material pertaining to other GB products and services. The Client may revoke this permission by giving written notice to GB.

21. THIRD PARTY RIGHTS

Except as may be specified in the Schedules to this Agreement, a person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

22. AUDIT RIGHTS

22.1. Upon reasonable prior notice to the Client and upon reasonable grounds, GB is entitled to conduct on-site audits of the Client's premises used in connection with the Service not more than once per year of this Agreement and on other occasions as imposed on GB by any regulatory body with competent jurisdiction or one of GB's third party suppliers engaged in connection with the Service. GB may be accompanied by representatives of any such regulatory body or third party supplier in respect of any such audit imposed on GB.

22.2. All audits will be conducted in a manner that does not materially disrupt, delay or interfere with the Client's performance of its business.

22.3. The Client agrees to provide GB (or any regulatory body or third party supplier as relevant) with full access to its premises, employees, computers, IT systems and records as required for the purpose of any such audit.

23. NON-SOLICITATION OF EMPLOYEES

23.1. The Client shall not directly or indirectly (whether alone or in conjunction with or on behalf of any other person, business or organisation) solicit or entice away (or attempt to solicit or entice away) any person employed or engaged by GB or GB 's Affiliates in the provision of the Data and/or Services at any time during this Agreement or for a further period of 12 months after the termination of this Agreement other than by means of a advertising campaign open to all comers and not specifically targeted at any of GB or GB's Affiliates' staff.

23.2. If the Client breaches paragraph 23.1 it shall, on demand, pay to GB a sum equal to one year's basic salary or the annual fee that was payable by GB to that employee, worker or independent contractor plus the recruitment/sourcing costs incurred by GB in replacing such person.

24. DISPUTE RESOLUTION

24.1. This paragraph 24.1 is without prejudice to the right to suspend the Services and/or terminate the Agreement pursuant to any rights to do so under this Agreement. The Parties shall negotiate in good faith and use reasonable endeavours to settle amicably any dispute between the Parties that may arise out of or relate to this Agreement or a breach thereof. If any such dispute cannot be settled amicably through ordinary negotiations by appropriate representatives of the Parties within 10 Normal Business Days of one Party giving written notice to the other of the existence of the dispute (a "Dispute Notice"), the dispute shall be referred to the respective Chief Executive Officers (or equivalent) of the Parties who shall meet without undue delay in order to attempt to resolve the dispute. If a dispute has not been resolved within 40 Normal Business Days of the Dispute Notice, then the other Party may initiate any legal proceedings it deems appropriate.

25. MISCELLANEOUS

25.1. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

25.2. This Agreement may be executed in any number of counterparts, each of which was executed and delivered shall constitute an original of this Agreement, but all counterparts shall together constitute the same Agreement. No counterpart shall be effective until each Party has executed at least one counterpart.

25.3. No failure or delay by a Party to exercise any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other remedy.

25.4. Unless otherwise stated herein, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any other rights or remedies provided by law.

26 GENERAL UNDERTAKING AND LAW

26.1. By entering into this Agreement, the Client warrants that it has the right, authority and capacity to enter into and be bound by the terms and conditions of this Agreement and the additional terms and conditions detailed in the schedules to this Agreement and that it agrees to be bound by these.

26.2. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the laws of England and subject to paragraph 24 both Parties submit to the exclusive jurisdiction of the English Courts, save that GB may elect to bring proceedings against the Client in the courts of any jurisdiction where the Client or any of the Client's property or assets may be found or located.

EXHIBIT A - CONDITIONS RELATING TO ACCELERATOR FASTRAC

Where the Client selects the Accelerator Fastrac Service (“Accelerator”) the following provisions of this Exhibit shall apply in addition to the terms and conditions in the Agreement.

1. Definitions

1.1. “Counter Reading” means the number of individual Searches that are conducted by the Client for which the Client will be charged per Search;

1.2. “Data Supplier” means the original source supplier of the Data

1.3. “Extract” means the permanent or temporary transfer of Data to another medium by any means (including without limitation by an automated process) or in any form;

1.4. “Search” means the action of searching the database in order to obtain a result or a list of possible results;

1.5. “Selection” means an Extract of more than ten percent of any Data from any given Data Supplier;

2. Client Obligations

2.1. When using Accelerator the Client shall not:

(I) Extract more than ten percent of any Data from any given Data Supplier;

(II) sell on or supply any Selection of Data to more than one customer of the Client;

(III) incorporate any Selection of Data into any product or service sold or supplied to more than one customer of the Client; and

(IV) supply any Selection of Data to any third party who sells or supplies to more than one customer (or is reasonably likely to do so), whether incorporated in a product or service or by other means.

2.2.Where the Client accesses the Accelerator Service via the internet:

(I) Counter Readings shall be taken automatically by GB Group.

2.3.Where the Client receives Licensed Products (including Accelerator) from GB Group on disc:

(I) Counter Readings shall be provided by the Client to GB Group on the last working day of the month;

(II) The Client must immediately refresh the Counter Reading following the provision of a Counter Reading to GB Group;

(III) GB Group accept no responsibility for Accelerator not being operational because the Client has failed to provide a Counter Reading or to refresh their Counter Reading; and

(IV) Where an error in Counter Readings has occurred due to the failure of the Client to comply with this paragraph 2.2 no refund shall be payable by GB Group to the Client.

2.4.Group reserves the right to estimate Counter Readings where the Client has failed to provide a reading and in this circumstance GB Group may invoice the Client according to the estimate. The Counter Reading provided shall be final except in the case of error. The burden of proof shall rest with the Client.

SCHEDULE 1 – CONDITIONS RELATING TO ROYAL MAIL PAF

GB is authorised by Royal Mail to license the use of Royal Mail Data to its Clients in conjunction with GB’s own products, data and databases. As the Client wishes to obtain a licence to use Royal Mail Data the following terms will also apply specifically in respect of the Royal Mail Data. Any definition not provided in this Schedule 1 shall have the same meaning as set out elsewhere in the Agreement.

“Alias” means the file known as the ‘Alias File’, which contains ‘Locality’, Thoroughfare’, Delivery Point’ and ‘County Alias’ details;

“Cleansed Client Database” means the Client Database upon which Database Cleansing (or any element thereof) has been performed by the Client;

“Client Database” means the Client’s existing electronic compilation of records, database or mailing list, which existed prior to any Database Cleansing being carried out pursuant to this Agreement in respect of the same;

“Created Data” means any data added to a Client Database or to create a new database where previously there was none, as a result of the carrying out of Data Creation;

"Data" when used within this Schedule means the Royal Mail Data;

“Database Cleansing” means any activity which involves the processing of a Client Database using the Data and includes;

a) the verification of an existing Record in the Client Database as being the same as the entry of the Data;

b) the amendment of an existing Record in the Client Database to correct the address so that it contains the same information as the entry on the Data;

c) the standardisation of an existing Record in the Client Database into a “PAF format”;

d) the flagging or marking of an existing Record in the Client Database as being the same as the Data;

e) adding further information derived from the Data to an existing Record in the Client Database; and

f) extracting duplicate existing Records in the Client Database; but does not include Data Creation;

“Data Creation” means the use of the Data, to create a new Record or Records not already held on any database or mailing list owned by or licensed to the Client by:

(I) adding any PAF® Record or PAF® Records; and/or

(II) adding any PAF® Record Element or PAF® Record Elements; in each case, to a Client Database or to a Customer Database or to create a new database where previously there was none.

“Delivery Point” means a complete postal address (business or residential) including a Postcode, to which mail is delivered;“European Commission Approved Transfers” means transfers of personal data:

a) within the European Economic Area

b) to such other countries as are approved from time to time by the European Commission as having an adequate level of protection for personal information or

c) which are protected by legislation or frameworks within other countries where such legislation or frameworks have been approved by the European Commission as having an adequate level of protection for personal information;

means a complete postal address (business or residential) including a Postcode, to which mail is delivered;means transfers of personal data: (a) within the European Economic Area (b) to such other countries as are approved from time to time by the European Commission as having an adequate level of protection for personal information or (c) which are protected by legislation or frameworks within other countries where such legislation or frameworks have been approved by the European Commission as having an adequate level of protection for personal information;

“PAF” means the database, or any part of it, known as the ’Postcode Address File’, containing all known delivery address and Postcode information in the United Kingdom as may be amended from time to time that the Client has elected to receive pursuant to the terms of this Agreement as supplied or contained in the Data. PAF is a registered trade mark of Royal Mail;

“Postcode” means a single alphanumeric code owned and developed by Royal Mail and allocated by Royal Mail to identify a Delivery Point or a number of Delivery Points;

“Postzon” means the database or any part of it known as “Postzon” which Royal Mail owns or is otherwise authorised to use and which combines a postcode and coded identifiers describing, inter alia, country, county and local authority electoral ward, Ordnance Survey grid references and NHS codes as amended from time to time;

“Record” means an individual entry in or to be made in a collection of data containing a Delivery Point or details of part of a Delivery Point. A Record may also contain a business or consumer name.

1. Permitted Use

1.1. Except as expressly stated in the Agreement or in this Schedule, the Client shall not:

1.1.1. carry out any Data Creation unless it has the prior written consent of GB and then provided only that any such Data Creation is deemed to be a further copy of the Data;

1.1.2. supply or give access to any Created Data or any database or copy of a database (or, in each case, any part thereof) which includes any Created Data.

1.2. The Client is permitted to carry out Database Cleansing only in respect of its own Client Databases and not any other databases provided that in respect of Client Databases, it at all times complies with the provisions of clauses 1.3 to 1.7; and

1.3. The Client shall only be entitled to use each Cleansed Client Database for its own internal use and, subject to clauses 1.4 to 1.6, for supply to third parties.

1.4. For the purposes of clauses 1.5 and 1.6:

1.4.1. the meaning of “series of connected databases” shall include (but not be limited to) databases directly or indirectly derived from a single database or originating from the Client;

1.4.2. the meaning of “substantially all” can be determined qualitatively or quantitatively and shall be determined in the reasonable opinion of Royal Mail;

1.4.3. the expression “normal data supply activities” includes any activities carried out by the Client as part of or in connection with its day to day business of providing address database services to third parties and may, as appropriate, include (but not be limited to) mailing list supply to mailing houses or other mailing list purchasers and the provision of sample address lists for market research purposes, but shall not include further database cleansing by the Client, or the licensing of any third party by the Client to reproduce the Cleansed Client Database or to use it for database cleansing purposes; and

1.4.4. any description of a “comprehensive postal address database” includes a description of an address database as comprising all or substantially all the delivery points in the United Kingdom, England, Scotland, Wales or Northern Ireland, or any description of similar meaning or effect.

1.5. Any Cleansed Client Database, which (as a single database or as part of a series of connected databases) comprises all or substantially all the Delivery Points in the United Kingdom or any of England, Scotland, Wales or Northern Ireland, may only be supplied by the Client to a third party where it all times complies with the provisions of clause 1.6.

1.6. Any Cleansed Client Database which (either on its own or as part of series of connected databases) comprises all or substantially all the Delivery Points in the United Kingdom or any of England, Scotland, Wales or Northern Ireland may only be supplied by the Client to third parties (the “First Level Third Parties”), and by such First Level Third Parties to other third parties (the “Second Level Third Parties”), provided that:

1.6.1. neither the Client nor any third party shall at any time promote, market, represent or hold out the Cleansed Client Database as being a “master” comprehensive postal address database or “original” comprehensive postal address database or as being of any similar description;

1.6.2. such Cleansed Client Database shall be supplied by the Client to a First Level Third Party or by a First Level Third Party to a Second Level Third Party, in each case only as part of its normal data supply activities;

1.6.3. any such supply to a Second Level Third Party is subject to a requirement that the Cleansed Client Database shall at all times be used only for the internal purposes of any such Second Level Third Party (and not for supply to any other third party);

1.6.4. any such supply to a Second Level Third Party is subject to requirements on such Second Level Third Party not to reproduce or make any copies of the Cleansed Client Database or of a substantial part thereof for supply to any other third party and not to make any such supplies; and

1.6.5. during the Term and for a period of six (6) years after the date of termination of your Agreement, any supply to any First Level Third Party or Second Level Third Party is subject to a prominent notice stating that the Cleansed Client Database has been cleansed against Royal Mail’s PAF® being attached and embedded electronically in any soft copy of, and being attached to any hard copy medium comprising or containing any such Cleansed Client Database. The provisions of this clause 1.6 shall continue to operate after any expiry or termination of this Agreement.

1.7. The Client may include the following statement, provided only that its use is reasonable, on its business stationery and publicity material and provided that such use is not permitted after the date of expiry or termination of this Agreement: “[Name of Client] processes databases against Royal Mail’s PAF® and Alias databases/Postzon databases.”

1.8. During the Term and for a period of three (3) years after the date of termination of this Agreement, the Client shall, upon request provide within twenty (20) Working Days to GB, the name and contact details of all third parties to whom the Cleansed Client Database has been supplied. The provisions of this clause 1.8 shall continue to operate after any expiry or termination of this Agreement.

2. Data Protection

2.1. Both Parties attention is drawn to the Data Protection Act 1998, Directive 95/46/EC of the European Parliament and any legislation and/or regulations implementing them or made in pursuance of them (the “Data Protection Requirements”). The Client acknowledges that Royal Mail is the data controller in respect of any personal data in the Data. Royal Mail and GB acknowledge that the Client is the data controller in respect of any personal data in its own database whether it has been cleansed, modified or otherwise. The Client agrees it will not do or omit to do any act which would place it, GB or Royal Mail in breach of the Data Protection Requirements and each Party warrants to the other that it will duly observe all its obligations under the Data Protection Requirements which arise in connection with the performance of the Agreement. The Client agrees that it shall:

2.1.1. implement appropriate technical and organisational measures to protect personal data within the Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access;

2.1.2. promptly refer to Royal Mail (either directly or indirectly via GB) any queries relating to the personal data within the Data from data subjects, the Information Commissioner or any other law enforcement authority, for Royal Mail to resolve;

2.1.3. promptly upon request from Royal Mail provide such information to Royal Mail as Royal Mail may reasonably require to allow it to comply, in relation to the personal data within the Data, with the rights of data subjects, including subject access rights, or with information notices served by the Information Commissioner; and

2.1.4. ensure that if, during the term of the Agreement, it intends to make any transfers of personal data within the Data which are not European Commission Approved Transfers, then it shall, prior to any such transfer, obtain Royal Mail’s consent and at the Client’s own cost provide such further information and sign such further documents, agreements or deeds as Royal Mail may require to ensure the adequate protection of the personal data. For the purposes of this clause 2.1 “data controller”, “data subject”, “personal data” and “processing” shall have the meanings ascribed to them in the Data Protection Act 1998.

3. Intellectual Property Rights

3.1. The Data and all Intellectual Property Rights subsisting in and/or relating to the Data from time to time are and shall remain the property of Royal Mail or its licensors. The Client shall acquire no rights in PAF or the Intellectual Property Rights except as expressly provided in this Agreement. The Agreement shall not operate as an assignment by Royal Mail or GB of any Intellectual Property Right that may subsist in or relate to the Data.

3.2. Royal Mail reserves all its Intellectual Property Rights in the Data and reserves its rights under the Agreement (including all its rights to take enforcement action in respect of the same) in relation to any use of the Data (or any part of the Data) by the Client which is not permitted under the Agreement. This shall include, without limitation, any provision to a third party of a copy of or access to any Cleansed Client Database or any other database which is in breach of or results from a breach of the Agreement.

3.3. The Client shall not remove or tamper with any Intellectual Property Rights notice attached or used in relation to the Data.

3.4. The Agreement does not grant to the Client any right to use any of the trade marks, service marks, business names or logos of Royal Mail.

3.5. The provisions of this clause 3 shall continue to operate after the termination of the Agreement.

4. Limitations of Liability

4.1. In relation to Royal Mail the Client acknowledges and agrees:

4.1.1. that Royal Mail shall not be liable for any loss or damage (whether direct or indirect or consequential) howsoever arising out of or in connection with this Agreement or its termination, except to the extent that such liability may not be lawfully excluded; and

4.1.2. that Royal Mail shall not be liable in any way in respect of any Data provided by GB or the Third Party Solutions Provider to the Client; and that;

4.1.3. even if the Data provided to the Client by GB or the Third Party Solutions Provider are designated as Royal Mail approved, the Client acknowledges that Royal Mail gives no warranty that such services have been tested for use by any party or that such services will be suitable for or be capable of being used by any party; and

4.1.4. that Royal Mail shall not be obliged in any circumstances to provide any Data or any related services direct to the Client.

4.1.5. that Royal Mail makes no warranty as to the accuracy or completeness of any Data supplied by it.

SCHEDULE 2 – CONDITIONS RELATING TO SPECIAL PRODUCTS

For the purposes of this Schedule a Special Product shall include: 1. Look Up Solutions 2. External Transaction Solutions 3. Extended Use Solutions 4. Associate Group Solutions 5. Broker Group Solutions 6. Database Cleansing of Customer Databases and Bureau Services If the Client wishes to purchase a Special Product from GB then the provisions of the “SCHEDULERELATING TO ROYAL MAIL’S SPECIAL PRODUCTS” shall apply, in addition to the other terms and conditions of this Agreement. The Schedule Relating to Royal Mail’s Special Products is available separately, upon request, from GB.

SCHEDULE 3 – CONDITIONS RELATING TO THE SERVICE WHICH INCORPORATES DATA FROM RELATING TO MORTALITY REGISTERS

The Data cannot be used to target households suffering bereavement.

SCHEDULE 4 – CONDITIONS RELATING TO THE SERVICE WHICH INCORPORATES TELECOMMUNICATIONS DATA

Where the Client requests that GB are to provide them with Telecommunications Data supplied by a Third Party (currently British Telecommunications, “BT”), then the provisions of this Schedule shall apply, in addition to the terms and conditions of the Agreement. GB is an OSIS Licensee (under License from BT) authorised to use an extract of OSIS in its products and Services.

1. Definitions

“Codes of Practice” shall mean the Codes of Practice on Telecommunications Directory Information Covering the Fair Processing of Personal Information; dated 21ST December 1998 - published by the Data Protection Registrar; and any similar code of practice, directive or regulations as may be issued, amended or replaced from time to time by any

Competent Authority;

“Competent Authority” shall mean any department of Her Majesty’s Government; the Director General of Telecommunications; the Data Protection Registrar; the Data Protection Commissioner; the Commission of the European Union or any similar authority;

“Data” shall include any records or information created from the authorised use of GB’s Services with the sole exception being any data independently received and data captured by the Client as a result of a bona fide incoming response from a bona fide Direct Marketing Campaign or other unsolicited contact with a data subject;

“OSIS” shall mean the extract of the BT OSIS database containing name, address and telephone number Records provided under Licence to GB Group plc by BT and all data incorporated therein, sublicensed to the Client subject to the terms and conditions of the Agreement;

“Record” shall mean a single name, address and telephone number (or more than one telephone number where more than a single number is registered to any one person at a single address) contained within the Third Party directory;

“Search” shall mean the inputting of a name and approximate address for locating the appropriate entry within the OSIS extract - whether or not this results in the successful retrieval of the desired Record.

“Telematching Services” shall mean the appending of a telephone number to the approximate name and address provided by the Client OR the verification of an existing telephone number provided by the Client using GB’s services GB’s services which incorporate OSIS.

“Telephone Preference File” shall mean a computer file of telephone numbers of individuals registered with the Telephone Preference Service who do not wish to receive calls.

“Third Party Data” shall mean the extract of the Third Party database (currently the BT OSIS database) containing name, address and telephone number Records provided under Licence to GB Group by the Third Party and all data incorporated therein, sublicensed to the Client subject to the terms and conditions of the Agreement;

2. Client Obligations

2.1. GB Group is under licence to provide Telematching Services to the Client, the Client hereby agrees that it will:- GB Group is under licence to provide Telematching Services to the Client, the Client hereby agrees that it will:

2.1.1. only use the results of the Telematching Services for its own internal purposes; only use the results of the Telematching Services for its own internal purposes;

2.1.2. solicit permission for permanent storage of telephone number or directory information from any person, firm or body corporate whose telephone number has been provided by GB Group; solicit permission for permanent storage of telephone number or directory information from any person, firm or body corporate whose telephone number has been provided by GB Group;

2.1.3. adopt and be bound by all applicable laws and Codes of Practice including the Data Protection Act 1998 and the Code of Practice on Telecommunications Directory Information Covering the Fair Processing of Personal Data; and adopt and be bound by all applicable laws and Codes of Practice including the Data Protection Act 1998 and the Code of Practice on Telecommunications Directory Information Covering the Fair Processing of Personal Data; and

2.1.4. comply with the telephone preference service including any replacement or additional conditions which may be imposed from time to time by the Director General Telecommunications. comply with the telephone preference service including any replacement or additional conditions which may be imposed from time to time by the Director General Telecommunications.

2.1.5. the Client hereby agrees that it will not: the Client hereby agrees that it will not:

a) use telephone number information supplied by GB Group for any unlawful purpose or purpose likely to bring BT into disrepute; use telephone number information supplied by GB Group for any unlawful purpose or purpose likely to bring BT into disrepute;

b) use the telephone number information supplied by GB Group for its gain or otherwise to any third party; and use the telephone number information supplied by GB Group for its gain or otherwise to any third party; and

c) utilise the telephone number information supplied by GB Group in the provision of any voice assisted directory enquiry services nor shall the Client export or permit the export of the results of the Telematching Service to any country which is not a member state of the European Union. utilise the telephone number information supplied by GB Group in the provision of any voice assisted directory enquiry services nor shall the Client export or permit the export of the results of the Telematching Service to any country which is not a member state of the European Union.

3. CONSENTED TELEPHONE NUMBERS DATA (THE “CONSENTED DATA”)

Where the Client is provided with Data which incorporates the Consented Data (that is, data not provided by BT), the Client agrees to the following conditions:

(I) Where the Data is to be used by the Client for the purpose of contacting a potential customer as part of an unsolicited prospect marketing activity, the Data that has been matched to the Consented Data may only be used for single contact unless the Client obtains the specific consent from the individual whose details are contained in the Data that further telephone contact may be made by the Client. In addition, the Client accepts responsibility for screening such Data against the Telephone Preference File before being used for this purpose.

(II) Where the Data is to be used by the Client for the purpose of appending telephone numbers to existing customer records of the Client, for the purposes of consented customer contact, the Client shall warrant that consent has been provided by their customers that enables the Client to process its customer data against third party data sources in order to comply with its lawful, legislative or statutory obligations (such as but not limited to, the Data Protection Act 1998) and that it reasonably needs to retain the telephone number to provide its customers with lawful and relevant customer services or account management specific to their customers’ status.

(III) The Client will inform GB if the Client’s business operations include the marketing of goods and/or services by means of mail order catalogues.

SCHEDULE 5 – CONDITIONS RELATING TO THE SERVICE WHICH INCORPORATES DATA FROM ADDRESS DOCTOR

1. Definitions

“Contractual Products” means either AddressDoctor Software Library or the AddressDoctor Web Service or a combination of both.

“Data Record” is a specially prepared and compressed excerpt of the AddressDoctor Reference Database comprising one country per territory possibly containing data from one or more Data Suppliers. When referred to as Data Records more than one country’s data is contained.

“Data Supplier” is a third party, often a postal administration or postal operator that has provided AddressDoctor with data to be included in a Data Record.

“Evaluation Licence” is a right to receive a copy of the AddressDoctor Software Library and Data Records to be used only for evaluations and demonstrations.

“Integrated Suite”is the product/Service that integrates the Contractual Product.

2. Restricted use of AddressDoctor Data

2.1. The Client must refrain from:

2.1.1. Integrating the Contractual Products into their own software products; Integrating the Contractual Products into their own software products;

2.1.2. Separating the Contractual Products or parts thereof from the Integrated Suite; or Separating the Contractual Products or parts thereof from the Integrated Suite; or

2.1.3. Making the Integrated Suite or Contractual Products and Data Records available to any third parties. Making the Integrated Suite or Contractual Products and Data Records available to any third parties.

2.2. The output of the processing generated by an Evaluation Licence must not be used by the Client for production purposes. The output of the processing generated by an Evaluation Licence must not be used by the Client for production purposes.

SCHEDULE 6 – CONDITIONS RELATING TO THE SERVICE WHICH INCORPORATES INSOLVENCY DATA PROVIDED BY THE INSOLVENCY SERVICE

Where the Client requests data that is provided by The Insolvency Service (The Insolvency Service being the Secretary of State for Business Innovation and Skills acting through the Inspector General of The Insolvency Service) the client acknowledges that GB only has a limited license providing access to this data and such access may be revoked or withdrawn at any time by The Insolvency Service for which GB cannot be held responsible.

SCHEDULE 7 – CONDITIONS RELATING TO THE SERVICE WHICH INCORPORATES GONE AWAY SUPPRESSION FILE

In consideration of receipt of the Services provided and of Indicators supplier by GB, Client hereby agrees to comply with the following terms and conditions and agrees that the following terms form part of the Agreement and that it agrees to the following with GB and The REaD Group (UK) Limited (“TRG UK”) (“Terms”):

Definitions:

“Client” means the individual or body corporate entering into the Agreement with GB.

“GAS” means THE GONE AWAY SUPPRESSION FILE (also known as “GAS”) which consists of information relating to individuals who have moved within the United Kingdom, for the purpose of identifying and flagging names and addresses of such individuals and any updates there to.

“GB Records" means a record within GB’s electronic database.

“Client Data” means the Client’s existing database consisting of the names and addresses of individuals.

“Indicator” means an indicator of a match between a GB Record which incorporates or utilises information derived by comparison with or reference to, GAS and a record within the Client Data.

“Services” means the processing by GB of the Client Data via single, manual User queries against GB Records incorporating information derived from GAS, and the provision of an Indicator where applicable to Users.

“TRG Group” means such entity associated with The REaD Group plc or within the group of companies in respect of which The REaD Group plc, is the holding company.

“User” means an employee, officer, sub-contractor or agent of the Client who has been authorised to access the Services via an individual work station, fixed terminal, hand-held or otherwise portable device.

Services

The Services provided by GB and any Indicators provided pursuant to the Services are solely for the verification or qualification of Client Data for the purpose of the tracing by Clients of individuals contained within Client Data and the verification or qualification by Clients of the identity and location of individuals contained within Client Data and must not be resold or passed on to any third party or be incorporated in to any products or services or used for any other purpose. The Client shall ensure that any changes to the details relating to its use of the Services, (including changes to the number of Users who can access the Service) from those specified in the Agreement shall be immediately notified to and authorised by GB.

Limits on Use

The Client shall not use Indicators for any unlawful purpose or for any purpose which in TRG UK’s reasonable opinion is likely to damage the reputation of TRG UK or bring TRG UK into disrepute. The Client is not permitted to save, store or in any other way maintain a record of Indicators provided pursuant to the Services. The Client shall not receive or permit the Services to be performed on any data other than the Client Data.

Limits on Liability

The Client acknowledges that the vast majority of the information contained in GAS and its corresponding updates is provided to TRG UK by third parties over whom TRG UK has no control, in particular in relation to the accuracy or completeness of such information. Neither GB nor TRG UK warrant that GAS or Indicators derived there from through the provision of the Services are error-free. The Client agrees that TRG UK shall not in any circumstances be liable for any loss or damage at all arising from any inaccuracies or faults in, or omissions from, or otherwise from the provision Indicators unless caused by TRG UK’s negligence or wilful default.

TRG UK shall not in any circumstances (whether for breach of contract, negligence or any other tort, under statute or otherwise at all) be liable for any indirect or consequential loss or damage at all, or any loss of business, capital, profit, reputation or goodwill in connection with the Services. The entire liability of TRG UK in respect of all causes of action arising by reason of or in connection with these terms (whether for breach of contract, negligence or any other tort, under statute or otherwise at all) shall be limited to the amount received by TRG UK from GB in respect of the Services (excluding VAT).

Neither TRG UK nor Client limits or excludes its liability for death or personal injury arising from its negligence or for fraudulent misrepresentation.

No provision of these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party. For the avoidance of doubt a third party expressly includes other companies within the corporate group of which the Client is a member of and any party other than TRG UK, Client or TRG Group. The Client shall ensure compliance by it with all relevant laws, regulations, codes of practice and guidelines in force from time to time, including without limitation compliance with data protection laws or equivalent national or international principles regarding same.

If the Client breaches any clause within Terms, then the Client will fully indemnify TRG UK for any loss and damage including any claims from a third party licensor of data used in GAS or Indicators derived there from through the provision of the Services which TRG UK suffer as a result of the Client’s breach.

These Terms shall be governed by English law and TRG UK and the Client submit to the jurisdiction of the English courts save that TRG UK may take proceedings outside England to enforce any judgment or court order.

Intellectual Property

Client acknowledges that TRG UK is the owner or authorised licensee by the TRG Group of the intellectual property rights in GAS and in the information contained therein or derived there from (including, for the avoidance of doubt, Indicators) without prejudice to the various data suppliers (“IP Rights”).

Client agrees that no IP Rights in GAS and in the information contained therein or derived there from (including, for the avoidance of doubt, Indicators) (including but not limited to rights of confidence) are transferred or licensed to Client save as may be expressly provided in these Terms.

Client shall not reformat, adapt, vary or modify GAS or the information contained therein or derived there from (including, for the avoidance of doubt, Indicators) or otherwise do or permit any other party to do any such act so as to affect TRG UK’s or the TRG Group’s IP Rights.

SCHEDULE 8 – CONDITIONS RELATING TO NCOA (National Change of Address) DATA

(A) NCOA UPDATE

(National Change of Address)

Where the Client requests that GB are to provide them with NCOA UPDATE supplied by Royal Mail, then the provisions of this Schedule 9 (A) shall apply, in addition to the terms and conditions of the Agreement. GB is required by Royal Mail to include the following provisions:

Definitions

“Batch Processing” the use of the Service to carry out automated electronic processing of Customer Records in a Customer Database against Redirection Information in the NCOA Update

Database for the purpose of identifying Matches;

“Customer Database” an electronic compilation of Customer Records”;

“Customer Record” the name and address of a current or lapsed customer or Enquirer of the Client which have been lawfully and fairly obtained by the Client solely for the purposes of

marketing, commercial communications or customer administration and where the Client is a Public Body, such references to “customers” shall be deemed to mean any individuals over whom such Public Body has or exercises competence under its statutory powers or duties;

“Enquirer” means an individual or a company who or which has enquired with the Client about a service or product of the Client and/or has responded to an offer or invitation from the Client regarding information relating to such service or product;

“Individual Look Up” the use of the Service to carry out electronic processing of an individual Customer Record against Redirection Information in the NCOA Update Database for the purpose of identifying a Match;

“Match” a tracking match where through Processing, a name and address contained in the Customer Database is matched to the Old Address in the Redirection Information;

“NCOA Update Database” a database containing Redirection Information selected, arranged and compiled by Royal Mail using data from the Redirection Forms completed by Redirection Customers and stored on electronic media and including any updates to it;

“New Address” the address specified by a Redirection Customer as that to which mail should be redirected, as subsequently amended by Royal Mail, if necessary, to ensure that the address information is correct for Royal Mail’s postal purposes and in respect of which permission is granted by the Redirection Customer for Royal Mail to use such information for the purposes of updating address information;

“Old Address” the address specified by a Redirection Customer as that from which mail should be redirected, as subsequently amended by Royal Mail, if necessary, to ensure that the address information is correct for Royal Mail’s postal purposes;

“Permitted Purpose” carrying out Processing and in relation to any Match, updating the Customer Record by either: (I) replacing the Old Address of the existing customer or Enquirer of the Client which forms part of the relevant Customer Record with the relevant New Address; or (II) appending the relevant New Address to that Old Address in the Customer Record;

“Processing” Batch Processing and/or Individual Look Ups

“Redirection Customer” a customer of the Redirection Service whose post is, at the relevant time, being redirected by Royal Mail from the relevant Old Address to the relevant New Address pursuant to such service;

“Redirection Form” the application form for individuals who wish to use the Redirection Service;

“Redirection Information” in relation to each Redirection Customer, their name, Old Address and New Address extracted from the relevant Redirection Form;

“Redirection Service” Royal Mail’s service for the redirection of mail provided to members of the public who have requested such service whereby mail which has been addressed to their Old Address is redirected to and delivered at their New Address;

Licence

1.1.1.The Client shall, in no circumstances, use the Redirection Information for the purpose of detecting fraud or money laundering.

1.1.2.The Client warrants and undertakes to ensure that any Customer Database is owned or licensed by the Client for the Client’s own use and comprises only Customer Records used for the purposes of marketing, commercial communications and routine administration. In each case, the address in each Customer Record will be complete to the best of the Client’s knowledge prior to Processing.

1.1.3.The Client must not at any time reproduce, publish, sell, let, lend, extract, utilise, process or otherwise disclose or part with possession of the Redirection Information or the Customer Database after Processing (in whole or in part) either directly or indirectly, and the Client must treat Redirection Information as Confidential Information.

1.1.4.The Client agrees to indemnify and keep indemnified Royal Mail against all losses, costs, claims and damages suffered or incurred by Royal Mail directly or indirectly as a result of a breach of any provision of the terms contained within this Agreement insofar as such provision relates to Royal Mail including this Schedule.

1.1.5.The Client shall not allow Public Bodies, debt collection agencies or credit referencing agencies to use the Redirection Information,

1.1.6.The Client may only use the Redirection Information for the Permitted Purpose. For the avoidance of doubt, the Client must:

I) ensure that Redirection Information supplied by way of a Match is immediately integrated into the Customer Records

II) not create a list, compilation or database of Matches or matched Customer Records following Batch Processing, or in any way separate out the Customer Records that have been matched with Matches;

III) not try to access, extract, utilise or process Redirection Information except through Processing and not carry out any Individual Look Ups or any other means of looking up Redirection Information concerning a specific individual where this is not expressly permitted;and

IV) provide GB Group with details of each individual company or other legal entity to which it will provide, directly or indirectly, the updated Customer Database following the Client’s use of the Services. The Client acknowledges that the identity of these parties shall be shared with Royal Mail.

1.1.7.The Client must pay GB for all Matches it obtains;

1.1.8.In the case that the Client is a Public Body, the Client acknowledges that use of the Service shall not include the use of the NCOA® Update Database or the provision of the Redirection Information in any circumstances in which it is envisaged under Chapter II of RIPA that a notice would be issued by or on behalf of the Client under and in accordance with section 22 of that Act requiring the disclosure of the relevant Redirection Information (taking into account the Code of Practice on Acquisition and Disclosure of Communications Data issued pursuant to section 71 of that Act).

1.1.9.In the case that the Client is a Public Body, the Client agrees that it does not require the provision of any Redirection Information such that it is envisaged under Chapter II of the RIPA that a notice will be issued under section 22 of that Act requiring the disclosure of the relevant Redirection Information for any purpose and the Client undertakes that if it shall require any Redirection Information as so envisaged under RIPA, it will use and apply the notice procedure provided for in section 22 of that Act to obtain such Redirection Information.

1.1.10.In the case that the Client is a Public Body, the Client acknowledges that the Service cannot be used to provide Individual Look Ups.

1.1.11.The Client acknowledges and agrees that the warranties and obligations contained within clauses 1.1.1 to 1.1.5, 1.1.7 and 1.1.8 of this Schedule shall continue to apply after the expiry of the Term of this Agreement.

2. Property Rights in Redirection Information

2.1.The Intellectual Property Rights in Redirection Information supplied to the Client shall remain at all times the property of Royal Mail.

2.2.The licence to use the Redirection Information is personal to the Client. The Client may not license or assign the Intellectual Property Rights in the Redirection Information.

2.3.The Client acknowledges that it will not acquire any rights of any nature in or in relation to the Redirection Information as a result of the Client’s use beyond those rights specifically granted in this Licence. If the Client challenges the validity of the Intellectual Property Rights in or relating to the Redirection Information or Royal Mail’s title to those Intellectual Property Rights Royal Mail may suspend or terminate this Licence with immediate effect by giving notice to the Client.

2.4.The Client undertakes to GB that it will give immediate notice to GB upon it becoming aware of any unauthorised use of the Redirection Information or any other Intellectual Property rights of GB;

2.5.GB and Royal Mail may bring any action for unauthorised use of behalf of itself and at its cost and the Client shall co-operate fully in such action. The Client is not granted any separate right of action relating to Royal Mail or GB’s Intellectual Property Rights in respect of any such unauthorised use and the Client disclaims any such separate right that it may have as far as such a disclaimer is permitted by law.

2.6.The Client will not do or permit the doing of anything within its control which will prejudice in any way whatsoever the name of Royal Mail or the rights of Royal Mail in the Redirection Information and will give immediate notice to Royal Mail upon the Client becoming aware of anything which may prejudice the name of Royal Mail or the rights of Royal Mail in the Redirection Information.

2.7.The Client undertakes to Royal Mail that it will give immediate notice to Royal Mail upon its becoming aware of any unauthorised use of the Redirection Information or any other of the Intellectual Property Rights of Royal Mail.

2.8.The Client acknowledges that Royal Mail may bring any action for any such unauthorised use on behalf of itself and its cost and the Client shall co-operate fully in any such action. The Client is not granted any separate right of action relating to Royal Mail’s Intellectual Property Rights in respect of any such separate right it may have insofar as such a disclaimer is permitted by Law.

3. Liability of Royal Mail

3.1.The Client acknowledges that Royal mail does not warrant:

(I) the accuracy and/or completeness of the Redirection Information

(II) that the NCOA Update Database contains the names and addresses of all Redirection Customers; nor

(III) that the NCOA Update Database does not infringe the Intellectual Property Rights of any third party

3.2.The Client agrees that Royal Mail will not be liable for any loss or damage (whether direct or indirect) however arising from the use by the Client of the Redirection Information, with the exception of death or personal injury caused by Royal Mail’s negligence.

3.3. The Client acknowledges that Royal Mail will not be obliged in any circumstances to provide Redirection Information or related services directly to the Client.

4. Data Protection

4.1.The Client acknowledges and agrees that Royal Mail is the data controller in respect of any personal data contained in Redirection Information.

5. General

5.1.The Client acknowledges and agrees that Royal Mail may enforce the benefits conferred on it under these terms as if it were a Party to the Agreement in accordance with the Contracts (Rights of Third Parties) Act 1999.

(B) NCOA SUPPRESS

Where the Client requests that GB are to provide them with NCOA SUPPRESS supplied by Royal Mail, then the provisions of this Schedule 9 (B) shall apply, in addition to the terms and conditions of the Agreement. GB is required by Royal Mail to include the following provisions:

Definitions

“Batch Processing” the use of the Service to carry out automated electronic processing of Customer Records in a Customer Database against Redirection Information in the NCOA Update Database for the purpose of identifying Matches;

“Customer Database” means an electronic compilation of Customer Records;

“Customer Record” means the name and address of a current or lapsed customer or prospective customer of the Client which have been lawfully and fairly obtained by the Client solely for the purposes of marketing, commercial communications or customer administration and where the Client is a Public Body, such references to “customers” shall be deemed to mean any individuals over whom such Public Body has or exercises competence under its statutory powers or duties;

“Individual Look Up” the use of the Service to carry out electronic processing of an individual Customer Record against Redirection Information in the NCOA Update Database for the purpose of identifying a Match;

“Match” means each instance where, through Batch Processing a name and address contained in the Customer Database is matched to the name and address contained in the NCOA Suppress Database;

“NCOA Suppress Database” means Royal Mail's proprietary database containing Suppression Data selected, arranged and compiled by Royal Mail and stored on electronic media and including any updates to it;

“Old Address” means the address specified by a Redirection Customer as that from which mail should be redirected, as subsequently amended by Royal Mail, if necessary, to ensure that the address information is correct for Royal Mail’s postal purposes

“Permitted Purpose” carrying out Processing and in relation to any Match either: (I) deleting the name and address records which appear in the Customer Records of the relevant existing customer or prospective customer to whom the Match relates, for the purposes of a one-off mailing campaign by the Client; or (II) providing a permanent flag against the address of the relevant existing customer or prospective customer to whom the Match relates;

"Processing" Batch Processing and/or Individual Look Ups;

“Redirection Customer” means a customer of the Redirection Service whose post is, at the relevant time, being redirected by Royal Mail from the relevant Old Address to the relevant new address pursuant to such service;

“Redirection Form” means the application form for individuals who wish to use the Redirection Service;

“Redirection Service” means Royal Mail’s service for the redirection of mail provided to members of the public who have requested such service whereby mail which has been addressed to their Old Address is redirected to and delivered at their new address;

“Suppression Data” means address data held by Royal Mail on the NCOA Suppress Database and updated on a periodic basis which is derived from the Old Address information provided by Redirections Customers on the Redirections Form once the Redirection Service has expired in relation to the relevant Redirection Customer;

1. Licence

1.1.1.The Client is granted a nonexclusive, non-transferable, revocable right in the EEA to access and use the Suppression Data accessed as part of its use of the Service for the Permitted Purpose only. The Client shall in no circumstances use the Suppression Data for the purpose of detecting fraud or money laundering.

1.1.2.The Client warrants and undertakes that any Customer Database (in respect of which Processing is being performed) is owned or licensed by the Client for the Client’s own use and comprises only Customer Records used for the purposes of marketing, commercial communications and routine administration. In each case, the address in each Customer Record will be complete to the best of the Client’s knowledge prior to Processing.

1.1.3.The Client must not at any time reproduce, publish, sell, let, lend, extract, utilise, process or otherwise disclose or part with possession of the Suppression Data or the Customer Database after Processing (in whole or in part), either directly or indirectly, and the Client must treat Suppression Data as Confidential Information

1.1.4.The Client agrees to indemnify and keep indemnified Royal Mail against all losses, costs, claims and damages suffered or incurred by Royal Mail directly or indirectly as a result of a breach of any provision of the terms contained within this Agreement insofar as such provision relates to Royal Mail including this Schedule.

1.1.5.The Client shall not allow Public Bodies, debt collection agencies or credit referencing agencies to use Suppression Data

1.1.6. The Client may only use the Suppression Data for the Permitted Purpose. For the avoidance of doubt, the Client must: The Client may only use the Suppression Data for the Permitted Purpose. For the avoidance of doubt, the Client must:

(I) ensure that Suppression Data supplied by way of a Match is immediately integrated into the Customer Records;

(II) not create a list, compilation or database of Matches or matched Customer Records following Processing, or in any way separate out the Customer Records that have been matched with Matches;

(III) not try to access, extract, utilise or process Suppression Data except through Processing and not carry out any Individual Look Ups or any other means of looking up Suppression Data concerning a specific individual where this is not expressly permitted; and

(IV) provide GB Group with details of each individual company or other legal entity to which it will provide, directly or indirectly, the updated Customer Database following the Client’s use of the Services. The Client acknowledges that the identity of these parties shall be shared with Royal Mail.

1.1.7.The Client must pay GB for all Matches it obtains;

1.1.8.In the case that the Client is a Public Body, the Client acknowledges that the Service cannot be used to provide Individual Look Ups.

The Client acknowledges and agrees that the warranties and obligations contained within clauses 1.1.1 to 1.1.5, 1.1.7 and 1.1.8 of this Schedule shall continue to apply after the expiry of the Term of this Agreement.

2. Property Rights in Suppression Data

2.1.The Intellectual Property Rights in Suppression Data supplied to the Client shall remain at all times the property of Royal Mail.

2.2.The licence to use the Suppression Data is personal to the Client. The Client may not license or assign the Intellectual Property Rights in the Suppression Data.

2.3.The Client acknowledges that it will not acquire any rights of any nature in or in relation to the Suppression Data as a result of the Client’s use beyond those rights specifically granted in this Licence. If the Client challenges the validity of the Intellectual Property Rights in or relating to the Suppression Data or Royal Mail’s title to those Intellectual Property Rights Royal Mail may suspend or terminate this Licence with immediate effect by giving notice to the Client.

2.3.1.The Client undertakes that it will give immediate notice to Royal Mail upon its becoming aware of any unauthorised use of the Suppression Data or any other of the Intellectual Property Rights of Royal Mail;

2.4. GB and Royal Mail may bring any action for unauthorised use of behalf of itself and at its cost and the Client shall co-operate fully in such action. The Client is not granted any separate right of action relating to Royal Mail or GB’s Intellectual Property Rights in respect of any such unauthorised use and the Client disclaims any such separate right that it may have as far as such a disclaimer is permitted by law.

2.4.1.The Client will not do or permit the doing of anything within its control which will prejudice in any way whatsoever the name of Royal Mail or the rights of Royal Mail in the Suppression Data and will give immediate notice to Royal Mail upon the Client becoming aware of anything which may prejudice the name of Royal Mail or the rights of Royal Mail in the Suppression Data.

2.4.2.The Client undertakes to Royal Mail that it will give immediate notice to Royal Mail upon its becoming aware of any unauthorised use of the Suppression Data or any other of the Intellectual Property Rights of Royal Mail.

2.4.3.The Client acknowledges that Royal Mail may bring any action for any such unauthorised use on behalf of itself and its cost and the Client shall co-operate fully in any such action. The Client is not granted any separate right of action relating to Royal Mail’s Intellectual Property Rights in respect of any such separate right it may have insofar as such a disclaimer is permitted by Law.

3. Liability of Royal Mail

3.1. The Client acknowledges that Royal mail does not warrant: The Client acknowledges that Royal mail does not warrant:

(I) the accuracy and/or completeness of the Suppression Data;

(II) that the NCOA Suppress Database contains the names and addresses of all Redirection Customers; nor

(III) that the NCOA Suppress Database does not infringe the Intellectual Property Rights of any third party.

3.2.The Client agrees that Royal Mail will not be liable for any loss or damage (whether direct or indirect) however arising from the use by the Client of the Suppression Data, with the exception of death or personal injury caused by Royal Mail’s negligence.

3.3.The Client acknowledges that Royal Mail will not be obliged in any circumstances to provide Suppression Data or related services directly to the Client.

4. Data Protection

4.1.The Client acknowledges and agrees that Royal Mail is the data controller in respect of any personal data contained in Redirection Information.

5. General

5.1.The Client acknowledges and agrees that Royal Mail may enforce the benefits conferred on it under these terms as if it were a Party to the Agreement in accordance with the Contracts (Rights of Third Parties) Act 1999.

SCHEDULE 9 – CONDITIONS RELATING TO LAND REGISTRY INFORMATION

Where the Client requests that GB provide them with information provided by the Land Registry, then the provisions of this Schedule shall apply, in addition to the terms and conditions of the Agreement.

Definitions

“Land Registry” means HM Land Registry whose Head Office is located at 32 Lincoln’s Inn Fields, London WC2A 3PH.

“Land Registry Information” means the information provided which confirms that the Land Registry records match the owner details supplied by the Client, in which case the Land Registry will supply the title number of the property. Where addresses are not matched the Client will be informed. For the avoidance of doubt, the Land Registry will not supply any new personal information (such as the name of the owner) where this has not been provided by the Client.

1. Restrictions on Use

1.1.Land Registry Information may only be used for internal business purposes, it may be stored or re-used for any other legal purpose (except direct marketing).

1.2.Land Registry reserve the right to inspect the Client’s records and to audit them to ensure the Client is compliant with clause 1.1.

1.3.The Client will ensure that it will not use the Land Registry Information in a way which is inconsistent with English or European Union Law including without restriction the provisions of the Data Protection Act 1998, the Human Rights Act 1998 or the Freedom of Information Act 2000.

1.4.The Client will not use the Land Registry Information for the purpose of direct marketing, advertising or promoting a particular product or service or in a way which could imply endorsement by Land Registry or any government department, or to represent to the public that you have an arrangement or official partnership with Land Registry in relation to Land Registry Information which could affect the integrity of the register kept by the Land Registry or the Land Registry’s reputation of any of its existing services and any existing contractual commitment or generally in a manner which is likely to mislead others.

1.5.The Client may not use of the Land Registry Information for any fraudulent or other unlawful activity.

SCHEDULE 10 – CONDITIONS RELATING TO BUSINESS DIRECTORY (118 DATA RESOURCE) DATA

The following terms will apply where you are receiving Business Directory Data. Any definition not provided in this Exhibit shall have the same meaning as set out in your Agreement with GB Group.

Business Directory (118 Data Resource) Data:

1. The User must enter sufficient elements of the company name and address to capture, correct, verify, or enhance data and must not use software to bulk download business data. Separate arrangements and fees are payable in these circumstances.

2.The User may not use data to produce products or services which compete with GB Group’ products or 118 Data Resource’ Products in existence at date of licence granted.

SCHEDULE 11 – CONDITIONS RELATING TO EQUIFAX DATA

The following terms will apply where you are receiving Equifax Data. Any definition not provided in this Exhibit shall have the same meaning as set out in your Agreement with GB Group. Equifax Plc ("Equifax") is the source of the Historic Edited Electoral Roll ("Equifax Data") and information contained within the Data. As a condition of Equifax allowing GB Group Limited to provide the Equifax Data to you, Equifax Plc requires you to agree to the following terms and conditions.

Most of the Equifax Data is provided to Equifax by others and as such Equifax does not control its accuracy or completeness. The volume and nature of the information on Equifax's

databases makes it impractical for Equifax to check it. Because of this, Equifax will only be liable to you for any loss or damage caused by its negligence or wilful default and Equifax

shall not in any other circumstances be liable for any inaccuracies, faults, or omissions in the Equifax Data.

SCHEDULE 12 – CONDITIONS RELATING TO DISCONNECT DATA

The following terms will apply where you are receiving Disconnect Data. Any definition not provided in this Exhibit shall have the same meaning as set out in your Agreement with GB Group.

This agreement is made between:

A. The Re-supplier and

B. The User

It is agreed as follows:

1. Definitions and interpretation

1.1. “Applicable Regulations” means the Consumer Credit Act 1974, the Data Protection Act 1998, the Representation of the Peoples (England and Wales) Regulations 2001, the Money Laundering Regulations 2003, the Financial Services and Markets Act 2000 (Money Laundering Regulations 2001), regulations made by the Steering Committee on Reciprocity and any other applicable law, regulation or cod;.

1.2. “disConnect Data” the data provided by Re-Supplier to the User in the course of providing the Services;

1.3. “Equifax” means Equifax plc, a company incorporated in England and Wales with registered number 2425920, whose registered office is Capital House, 25 Chapel Street, London NW1 5DS;

1.4. “Services” means the suppression or flagging of records by processing input data against a suppression database branded as ‘disConnect’ comprising:

2. The User shall not use any of the Services or any disConnect Data or information derived from any disConnect Data for any purpose other than for the suppression or flagging of records for a direct mail application or campaign for its own purposes and, in particular, not for the conduct of or participation in any business involving the re-supply to third parties of the Services, disConnect Data or information derived from the disConnect Data.

3. The User shall not use the disConnect Data to suppress and/or flag data in databases or lists other than by submitting such databases and lists to the Re-Supplier for processing using the Services.

4. The User will comply with all Applicable Regulations.

5. If the User has any right to make a claim against Equifax in respect of the Services or any disConnect Data (whether in contract, negligence or any other tort, under statute or otherwise at all), Equifax’s liability shall be limited in accordance with this agreement. Equifax is entitled to enforce this provision against the User in accordance with the Contracts (Rights of Third Parties) Act 1999.

6. Equifax is the source of the disConnect Data. As a condition of Equifax allowing the Re-Supplier to provide the disConnect Data to you, Equifax requires you to agree to the following terms and conditions:

6.1. Most of the disConnect Data is provided to Equifax by third parties and as such Equifax does not control the disConnect Data’s accuracy or completeness. The volume and nature of the information on Equifax's databases makes it impractical for Equifax to check it. Because of this, Equifax will only be liable to you for any loss or damage caused by its negligence or wilful default and Equifax shall not in any other circumstances be liable for any inaccuracies, faults, or omissions in the disConnect Data.

6.2. You must not rely upon any disConnect Data as the only factor or source of information in making any decision. Further advice and information from appropriate experts and professionals should be obtained before making any decision.

6.3. Equifax shall not in any circumstances (whether for breach of contract, negligence or any other tort, under statute or otherwise at all) be liable for any indirect or consequential loss or damage at all, or any loss of business, capital, profit, reputation or goodwill.

6.4. Nothing in these terms shall limit or exclude Equifax's liability for death or personal injury arising from its negligence.

6.5. Equifax's entire liability in respect of all causes of action arising by reason of or in connection with these terms (whether for breach of contract, negligence or any other tort, under statute or otherwise at all) shall be limited to the amount you paid the Re-Supplier for the disConnect Data (excluding VAT).

6.6. If you want to make a claim against Equifax in relation to the disConnect Data, you must give Equifax written notice of the claim within 3 months of becoming aware of the circumstances giving rise to the claim or, if earlier, 3 months from the time you ought reasonably to have become aware of such circumstances. If you do not, Equifax shall not be liable for the claim.

SERVICE SCHEDULE

1. DEFINITIONS

“Billing User” means the Client.

means the Client.

“Business Day” means Monday to Sunday (including Public and Bank Holidays in England but excluding Christmas Day).

“Business Hours” means the working hours in a Business Day being 0800 to 20.00.

“Data Entity”means a logical subset of data, for example, PAF elements such as Building Name or number, Postcode ex-directory indicator and telephone number. The data sent across the Web Service Interface will comprise of a number of Data Entities.

"Helpdesk" means the helpdesk facility provided by GB to handle enquiries and administration for the Service. “Normal Business Day” means Monday to Friday, excluding Public and Bank Holidays in England means Monday to Friday, excluding Public and Bank Holidays in England

“Normal Business Hours” means the working hours in a Normal Business Day being 09.00 – 17.30

“Planned Maintenance” means any work planned in advance to be carried out by GB or on behalf of GB that may cause the Service to be suspended.

“Portal” means the front end interface onto the Web Service Interface which allows manual interaction with services such as address lookup to be carried out.

“User Guide” Service or, where the Client is using Accelerator Fastrac the online help section at http://docs.datadiscoveries.com/display/prod/Help

“Web Service Interface” means the programmatic interface through which data is passed either by the Client to the Service or the data that the Service passes to the Client.

2. ACCESS TO THE SERVICE

2.1. The Service is accessed either from a web browser (Microsoft IE 6.0 or above) or directly by utilising the Web Service interface. If accessing via the internet, the URL is https://webportal.gb.co.uk/gbportal/aspx/gbwebportal.aspx or where the Client is using Accelerator Fastrac https;//fastrac.datadiscoveries.com/webfastrac.html or as directed by your GB Account Manager. If integrating directly to the Service, the interface is described at [confirm address]. Secure login procedures (username and password) are required to access the Service either via the Internet or via the Web Services Interface and are detailed in the User Guide.

2.2.GB will email the Billing User with a username and password required to access the Service.

2.3.The Billing User account which is accessed via the Client Administration Portal will enable the Billing User to create and edit Authorised Users.

2.4.The minimum technical specification for accessing the Service is:

3. GB RESPONSIBILITIES

3.1. Day-to-Day System Administration

GB will perform routine system administration of the Service, including server, network and security monitoring.

3.2. Service Management and Help Desk

a) Service Management

The Service is provided 24 hours a day, 365 days per year. GB will respond to faults detected by GB or reported by the Client as set out in paragraph 3.4 below.

b) GB Group HelpDesk

GB will provide the Client with the contact numbers (either telephone or fax, as appropriate) and email address of designated contact points, collectively “the GB Group Help Desk”, which will be the Client’s contact points for placing orders, reporting faults and making inquiries relating to the Service. The Client will be able to use the numbers to contact GB to report faults 24 hours a day, 365 days a year (although the GB Group Help Desk will be manned during Business Hours) and to order services or make enquiries during Normal Business Hours.

3.3. Fault Reporting and Fault repair

3.3.1.The Client will report faults in the Service via the Billing User to the GB Group Helpdesk using the reporting procedures notified by GB.

3.3.2.Where the Client reports a fault in the Service or makes a request for assistance, an initial assessment will be immediately undertaken by GB, a fault reference provided and a priority level discussed and agreed with the Client.

3.3.3. Progress updates will occur:

Progress updates will occur:

3.3.4. Service Restoration

Each of the priorities has the following associated target clearance time:

Service Level Target Impact

Priority 1 faults 80% of faults cleared within 4 hours of acknowledgement of fault by GB

The Service is not operational or is inaccessible Priority 2 faults 80% of faults cleared by the end of the next Business Day Service is degraded, a marked increase in time to access the Service. A problem causing significant reduction in functionality Priority 3 faults 80% of faults cleared within 5 Business Days of acknowledgement of fault by GB

The Service is experiencing minor problems but is functioning substantially

3.3.5. Outside of Business Hours

The Helpdesk will be available to receive reported faults only. The target times will not commence until Normal Business Hours on the next Normal Business Day. With the exception of Priority 1 faults, all other priorities, which cannot be resolved by the Helpdesk by the end of Business Hours on the Business Day that are acknowledged by GB will be put on hold until the commencement of Normal Business Hours on the next Normal Business Day.

3.4. Scheduled Service Time

The Service is provided on a resilient platform enabling GB to offer a high level of service which is scheduled to be available 24 hours per day, 7 days per week, 365 days per year. The Service has a target of 98.5% availability within any calendar month. This target excludes all periods of Planned Maintenance or any emergency maintenance or updates. Whilst GB will make all reasonable efforts to meet and exceed this monthly target availability, GB accepts no liability whatsoever for any failure to meet this target.

3.5. Planned Maintenance

From time to time, GB may schedule maintenance of the Service. Where possible Planned Maintenance will be during low usage periods outside Business Hours. Before doing so GB will give the Client as much notice as possible, and whenever practicable will agree with the Client when the Service will be suspended.

3.6. Client Reports

The Service will allow the Billing User access to Client reports on usage..

4. CLIENT RESPONSIBILITIES

The Client is responsible for:

a) Nominating a minimum of 1 Billing User who will: Nominating a minimum of 1 Billing User who will:

b)

Providing GB with the Billing User and User (s) contact details and keeping such details accurate and up to date at all times;

c) Ensuring the security of all usernames and passwords necessary to access the Service.

d) Provision of all personal computers, software, applications or bandwidth in order to access the Service, all correctly maintained at Client’s expense and in accordance with the manufacturer’s instructions;

e) The configuration and management of its access to the Service including configuration of its network, firewall, DNS, routers and personal computers. GB accepts no liability for whatever reason due to incorrect configuration of any of the above by the Client;

f) Any call charges or service charges incurred in accessing the Service via the Internet or via Internet Service Provider;

g) any integration of the Service into a website or call centre application; and

h) abiding by any additional obligations concerning imposed by any legislation, regulation or guidelines (produced by recognised bodies) which govern the sector within which the Client carries out its business.