VALIDIS TERMS OF SERVICE LICENCE AGREEMENT

FUTURE ROUTE LIMITED t/a Validis registered Office: 4 -10 ENTERPRISE HOUSE, 1-2 HATFIELDS, LONDON, SE1 9PG Company No. 04289175

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE PLACING YOUR ORDER AND USING VALIDIS FROM THIS WEBSITE:

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and FUTURE ROUTE LIMITED of 4-10 Enterprise House, 1-2 Hatfields, London, SE1 9PG (Validis or we) for the Use of the Validis Software (Validis).

BY PROCEEDING TO ACCESS THE VALIDIS SERVICE ("SERVICE") FROM THIS WEBSITE OR CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE USING ANY SOFTWARE FROM THIS WEBSITE.

DEFINITIONS AND INTERPRETATIONS

In this Agreement:-

"Account" refers to the billing account for the Service;

"Accounting Data" means the business data provided by you and forwarded to the Servers and analysed by the Software;

"Agreement" means this software licence agreement;

"Annual Licence Fee" means the sum paid by you for an annual licence to Use Validis;

"Documentation" means any accompanying proprietary documentation made available to You by Validis for use with the Processing Software, including any documentation available online or otherwise;

"Licence" means a non-exclusive, non-assignable right to Use Validis for which you have paid an Annual Licence Fee and which is provided for your Use in accordance with the terms of this licence;

"Licence Period" means a period of 1 year from the date from which Services are provided to You;

"Profile" means the collection of settings that together determine the information to be included in, or excluded from, a particular Report. For example, a Profile could be established to view a small portion of Accounting Data as a unique Report;

"Renewal Date" means the date on which your licence period expires;

"Report" means the resulting analysis of the Accounting Data. The number of charts, graphs, and statistics contained in a Report varies with the edition of the Service;

"Servers" means the servers controlled by Validis (or its wholly owned subsidiaries) upon which the Processing Software and Customer Data are stored;

"Service" means the Validis service which provides a system which uploads your accounting data and analyses it for a range of data quality and business information purposes and presents the results of that analysis back to the user through a web based interface;

"Software" means the proprietary Validis Software and any all upgrades to such, which analyses the Customer Data and generates the Reports;

"Us, We and OUR" means Future Route Limited of 4-10 Enterprise House, 1-2 Hatfields, London, SE1 9PG, company registration number 04289175;

"Use" means to upload your data on to secure Validis servers for review and analysis to assist with your accounting business purposes;

"Validis Services" means Validis software to review and check and analysis your accounts to locate inconsistencies in your information and data provided;

"You and Your" mean the legal entity or Licensee purchasing the licence to Use the Validis Service.

These headings are for convenience only and shall not affect its construction or interpretation of the terms of this licence and shall be construed in accordance with relevant general usage in the computer software industry in England.

GRANT AND SCOPE OF LICENCE

In consideration of payment by you of the Annual Licence Fee and your acceptance of the terms of this Licence, Validis hereby grants to you a non-exclusive, non-transferable annual licence to use the Service for the Licence Period and on the terms of this Licence. Thereafter this licence will be renewed for further periods of 12 months subject to payment by you of the then current Annual Licence Fee.

Validis provide a system which analyses accounting data which is uploaded by you on to Validis' servers and is analysed for a range of data quality and business information purposes and provides results of that analysis back to you via a web based interface.

Any new features which augment or enhance the current Service, including the release of new tools and resources, shall be subject to the terms of this Licence.

In order to use Validis, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and You are responsible for any charges or service fees associated with such access. You are responsible for all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device and Validis has no responsibility nor do We warrant uninterrupted use of the Services which are subject to access availability via the World Wide Web.

From time to time We may contact you with certain communications or messages regarding Validis, such as service announcements, administrative messages, etc, and that these communications are considered part of the Service and You will not be able to opt out of receiving them. You agree not to access the Service by any means other than through the interfaces that are provided or approved by Validis. Validis will provide the Service in accordance with these Terms. Validis may at its sole discretion modify the features of the Service from time to time without prior notice.

Validis makes no representation that Use of the Service or the Software or any information acquired from using the Service is or will be appropriate, available or lawful in all countries. Those who choose to access the Service or Software from any location other than the United Kingdom do so on their own initiative and are responsible for compliance with local laws.

AUTHORISED USERS

Your access to Validis shall be limited to the number of individual employees or independent contractors which are permitted for the level of subscription to the Service which you have chosen ("Authorised Users"). You shall maintain a written list of Authorised Users of the Service, and You shall provide such list to Validis as may be reasonably requested by Validis from time to time.

You shall ensure that each Authorised User keeps a secure password for his Use of the Validis, and such password is changed no less frequently than once a quarter and that each Authorised User keeps his password confidential. Validis may audit the Service regarding name and password for each Authorised User. Such audit may be conducted no more than once per quarter, at Validis' expense, and shall be exercised with reasonable prior notice, in a manner so as not to substantially interfere with Your normal conduct of business. If such audit reveals that passwords have been provided to individuals who are not Authorised Users, then, without prejudice to Validis' other rights, You shall promptly disable such passwords and shall not issue any new passwords to such individuals.

You are solely responsible for any and all activities that occur under Your Account. You agree to notify Validis immediately upon learning of any unauthorised Use of Your Account or any other breach of security. From time to time, Validis' (or its wholly-owned subsidiaries') support staff may log in to the Service under Your customer password in order to maintain or improve service, including to provide You assistance with technical or billing issues. You hereby acknowledge and consent to such access.

SUBSCRIPTION AND PAYMENT TERMS

When subscribing to the Service, there are several levels of subscription and packages to which You may choose to subscribe, each of which has a different price associated with it.

You will pay the price for the level of subscription to the Validis Service which you have chosen. The level of subscription chosen applies to a single company's set of accounts being analysed.

The price for the Service is exclusive of value added tax which You should pay in addition when You are due to pay for the Service.

Without prejudice to any other right or remedy that Validis may have, if You fail to pay Validis on the due date, Validis may:

charge interest on such sum under the Late Payment of Commercial Debts (Interest) Act 1998; and/or
suspend the Service until payment has been paid in full.

FAIR USAGE

To ensure the provision of the most effective and efficient service to all users of the Services and all other Licensees, You must at all times adhere to and comply with Validis' fair usage policy ("Fair Usage Policy") as set out below or as amended from time to time.

You must not undertake any activity that has an adverse effect on the Services or the provision of the Services to other Licensees. Such activity includes but is not limited to (i) submitting for consideration information or material which is excessive in size and content; or (ii) submitting multiple or repeat Profiles which in Validis' opinion, constitute an excessive Use of the Service.

If in Validis' opinion, the Licensee is using or attempting to use the Service at excessive levels (such determination to be made solely by Validis) then Validis may (i) communicate with You and try to establish the reasons for the high usage and how Your usage patterns and habits can be modified to reduce your Use of the Service to reasonable levels, or (ii) apply management techniques to reduce the impact that Your usage is having upon the provision of the Service; and/or (iii) reduce or restrict Your capability to Use the Service.

Validis may revise its Fair Usage Policy at any time and You are expected to check the Validis' website, to take notice of any changes it makes, as they are legally binding on You.

Some of the provisions contained in the Fair Usage Policy may be superseded by provisions or notices published elsewhere in these terms or on Validis' website.

LICENSEE'S UNDERTAKINGS

You will not nor will You allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software, the Documentation or the Services; (iv) revise the charges for the Services to an upgraded price plan to reflect the increased and wider use of the service; or (v) Use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software. You will use the Software, Service and Reports solely for Your own internal use, and will not make the Software or Service available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in Your Use of and access to the Documentation, Software, Service and Reports.

This license will terminate immediately if You fail to comply with the terms of this Agreement. Upon such termination, You must destroy all originals and copies of any Software or Documentation or applications which have been downloaded as part of the Use of the Services and which are in Your possession and so certify in writing to Validis within three (3) business days of termination and cease any further Use of the Service without the express written consent of Validis.

You undertake to:

supervise and control Use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person [other than your employees] without prior written consent from the Validis;
not to Use the Software via any communications network or by means of remote access.

You agree the Validis Service is proprietary to Future Route and that by signing up to these terms and by using Our Services you agree not to sublicence the Use of the Service or to provide a similar or competing Service to the Validis Service either directly or together with 3rd parties. The Use of the Services is provided on a confidential basis and the Reports produced are for Your internal Use only and you may not Use any part of the Service for any other purpose except as permtted under this Licence.

You agree to permit Validis and its authorised representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which the Software or the Documentation is being kept or used, to the computer equipment located there, and to any records kept pursuant to this Licence, and/or for the purpose of ensuring that you are complying with the terms of this Licence.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in the Software and the Documentation and in the Reports belong to Validis, that a right to Use the Software and Services are licensed (not sold) to You, and that you have no rights in, or to, the Software or the Documentation other than the right to Use them in accordance with the terms of this Licence.

You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Validis are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.

OUR WARRANTIES TO YOU

We warrant that for the duration of your Licence the Services, when used in accordance with our operating instructions will provide the functions and facilities and will perform substantially as described in the Documentation. Provided you notify us in writing during your Licence that the Service does not conform to this warranty and such non-conformance is substantial and material to your Use of the Services, we will attempt to replicate and verify such non-conformance. If we are able to do so, we will in our sole discretion either: issue a fix, patch or update to correct that non-conformance, or (if we do not issue one), refund you the Annual Licence Fee for the period in which you first notified us of the non-conformance with this warranty. When we pay you such refund, this Agreement will automatically terminate with immediate effect. If you receive a remedy described above, this will be your sole remedy in relation to the corresponding warranty for non-compliance.

Except as set out above, We do not warrant or make any representation:

that the Validis Service will meet your requirements; or
that the operation of the Software or links to the Services will be uninterrupted or error free; or
regarding the use of and/or output from the Services or the Reports in terms of content, correctness, accuracy, reliability or otherwise.

The information and services included in or available through the Service, including the Reports, are based upon Accounting Data and information provided by You and may include inaccuracies or typographical errors. Validis and/or its respective suppliers may make improvements and/or changes in the Service or Software at any time, with or without notice. Validis does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service, the Software or any other software on the Server are free of viruses or other harmful components. Validis does not warrant or represent that the Use of the Service or the Reports will be correct, accurate, timely or otherwise reliable. You specifically agree that Validis and its wholly owned subsidiaries shall not be responsible for unauthorized access to or alteration of the Account Data or data provided by You.

The warranties set out herein are instead of all other warranties, representations or conditions, express or implied, statutory or otherwise, including any implied warranties of satisfactory quality and fitness for a particular purpose.

No oral or written communications by or on our behalf shall create a warranty or in any way increase the scope of the warranties we have given.

You assume the entire risk in the Software's performance and the results and Reports obtained from its Use, and you remain responsible for ensuring that any Reports, opinions, recommendations, forecasts or other comments submitted to third parties, whether or not produced using the Product, are accurate and complete.

We warrant that the Software is compatible with third party software as specifically set out in the Documentation, but we have no responsibility or liability in relation to the performance or otherwise of third party software.

SERVICE LEVELS

Validis does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond Validis's (or its wholly owned subsidiaries') control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labour conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Validis (or its wholly owned subsidiaries) or Your servers are located or co-located. Complete accuracy in all aspects of the Reports at all times also is not guaranteed.

YOUR DATA

You acknowledge and agree that Validis shall not be responsible for any data uploaded by You to Validis' server(s) ("Data") You shall keep full back-up copies of all Data. Validis shall not be responsible for any loss or destruction.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY

We will indemnify you against any and all liability, loss, damage, reasonable costs and expenses (including reasonable legal fees) which you may incur as a result of any claim or action brought against you by another person alleging that your authorised and proper Use of the Software under this Agreement infringes the intellectual property rights of such person. If that happens, you must take reasonable steps to mitigate any losses which you suffer or incur.

If in our reasonable opinion the Software is likely to become or does become the subject of a claim of infringement of another person's intellectual property rights, we may elect to either (i) obtain the right for you to continue using the Software in the manner permitted under this Agreement; or (ii) modify or replace the infringing part of the Software so as to avoid the infringement or alleged infringement, without materially reducing the functionality or performance of the Software.

If having used all reasonable endeavours we cannot achieve either of the circumstances referred to above, Validis will promptly refund to you a pro rata portion of the Annual Licence Fee based on your Use of the Software during your Licence Period, when this Agreement including your right to Use the Product shall automatically terminate.

You agree to (i) promptly notify us of any claim or threatened claim concerning your Use of the Software; and (ii) not independently defend or respond to such claim or threatened claim; and (iii) cooperate with us in the defence of any such claim or threatened claim, subject to payment by us of your reasonable costs incurred in providing such cooperation.

The indemnity in this clause shall not apply to any claim (i) which arises from any development, modification, implementation, configuration or integration of the Software or Services other than by us or approved by Us in writing (including in the Documentation); or (ii) which arises as a result of Use of the Software or Services other than as permitted by this Agreement or as described in the Documentation; or (iii) which arises as a result of your continued Use of the Services after you have been notified that it infringes the intellectual property rights of a third party.

The provisions of this clause set out Your exclusive remedy in connection with any claim or threatened claim in relation to the intellectual property rights of another person by the Use of the Software and Services.

INDEMNIFICATION

You agree to indemnify, hold harmless and defend Validis and its subsidiaries and group companies, at Your expense, in connection with any and all third-party claims, actions, proceedings, and suits brought against Validis or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Validis or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, or (iii) Your violations of applicable laws, rules or regulations in connection with the Service. In such a case, Validis will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defence of any claim. Validis reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by You.

DISCLAIMER AND LIMITATION OF LIABILITY

Nothing in this Agreement shall exclude or limit our liability for fraud, death or personal injury arising out of our negligence or any warranty as to title or quiet possession implied by statute.

You acknowledge that the allocation of risk in this Agreement reflects the price paid for the Service and also the fact that it is not within our control how and for what purposes you use the Software and Service. In no event, therefore, will we be liable for (a) any indirect, consequential, incidental or special damage, or (b) any financial or similar loss of any kind, whether caused directly or indirectly, including: loss of profits, business, chargeable time, anticipated savings, goodwill, any business interruption or loss of or corruption to data however caused and whether arising under contract, tort, including negligence, statute or otherwise.

Subject to these disclaimer clauses above, our maximum liability shall not exceed the total Annual Licence Fees actually paid by you.

TERMINATION

Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if the other party commits a material breach of any of the terms of the Agreement or these Terms and fails to remedy that breach within 14 days of that party being notified in writing of the breach or becomes bankrupt or insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), and enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, unable to pay Your debts.

On termination of this Agreement for any reason:

(i) all rights granted to you under this Licence shall cease, (ii) You must cease all activities authorised by this Licence, (iii) You must immediately pay to Future Route any sums due under this Licence; and (iv) you must immediately delete or remove any Software or Documentation from all computer equipment in your possession, and immediately destroy or return to Future Route (at Our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Validis that you have done so.

On termination You will have no further rights or access to use the Service or to access any data which has been uploaded onto Validis Servers. Future Route may delete any and all data and information which was provided by you or which it holds about You.

The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

CONFIDENTIALITY

"Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing or disclosed orally and by its nature is deemed to be proprietary or confidential information. Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order. In which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing such information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such. You are responsible for safeguarding the confidentiality of Your password(s) and user name(s) issued to You by Validis, and for any use or misuse of Your account resulting from any third party using a password or user name issued to You. You agree to immediately notify Validis of any unauthorized use of Your account or any other breach of security known to You.

PRIVACY

Validis processes information about You in accordance with our Privacy Policy. By subscribing to the Service You consent to such processing and you warrant that all data provided by You is accurate.

Future Route may retain information and data that has been provided by You or about You after termination and Future Route confirms that it shall comply with its obligations under the Data Protection Act and under the confidentiality provisions in respect of any such data.

ASSIGNMENT

You shall not, without the prior written consent of Validis, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms or the Agreement.

Validis may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms or the Agreement.

NOTICES

All notices given by You to us must be given to The Commercial Director at Enterprise House, 1-2 Hatfields, London SE1 0PG. Validis may give notice to You at either the e-mail or postal address you provided to Validis when subscribing to the Service. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

WAIVER

A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

THIRD PARTY RIGHTS

The Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

SEVERABILITY

If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

NO PARTNERSHIP OR AGENCY

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise a party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

ENTIRE AGREEMENT

This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and provision of the Services and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.

Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.

LAW AND JURISDICTION

This Licence is governed by English law. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.