CAPRICORN RESEARCH:

Terms and Conditions

Standard Terms of Business Capricorn Research: Issued January 27, 2000 1. This Agreement sets out the terms upon which Capricorn Research will provide you with information, reports, opinions, credit ratings and/or any other related service, including Capricorn Daily ("the Reports").
2. If you are a member of a group of commonly controlled companies and you wish to commission Reports on behalf of other group members, we can normally accept this if you write to us, name each such company, note your relation with them and confirm that you have made them aware of these terms and accept responsibility for their adherence to them. Subject to our written acceptance, all references to "you", "your" etc., in this agreement will cover all such named companies for as long as your relationship to them remains unchanged.
3. All Reports provided by us to you are supplied in good faith and are solely for your use. All Reports must be treated on a confidential basis by you and should not be used by other internal purposes. We appreciate that you may need to make copies for your internal purposes, but do restrict the number of copies to the minimum practicable and keep a record of them. If we have good reason to believe that there has been a breach of our terms of business, you will at our request provide us with details of that record.
4. All Reports ordered by you will be requested by you in good faith and for the normal conduct of your business. You must notify us in advance if you require a Report for any other reason. We reserve the rights at any time to decline to proceed with the preparation of any Report.
5. All Reports are provided to you on the strict understanding that they are not to be disclosed to any third party except on compulsion of court order or similar valid legal process (in which you must advise us as soon as possible). In certain circumstances we may be prepared to agree to copies of Reports or of material contained within Reports being shown to third parties, but such consent must be obtained in advance and should be sought and confirmed in writing. Capricorn Research reserves the right to refuse consent or attach conditions to such disclosure.
6. All Reports are provided to you on the basis that you will not, without giving us prior notice, order Reports in contemplation of using them as evidence in any legal proceedings. If you want to use Reports for such purposes and notify us of this in advance, we may be able to assist you and would quote specific terms for the work.
7. Capricorn Research fees and expenses are payable within seven days of the date of invoice and are subject to VAT where appropriate. Any bank charges incurred by us in connection with your payment of our fees will be for your account. Capricorn Research is entitled to charge interest on outstanding accounts at 4% per annum above its bankers current base rate from date of invoice to the date payment is made. We may agree specific fee and payment arrangements with you. If not, our fees and remuneration are normally calculated by one of three methods: Payment. You pay an agreed amount in advance and in return you are entitled to receive an agreed number of Reports or hours of consultancy or retainer work over the agreed period. Fixed fee. By a set fee according to our published price list as current from time to time or as negotiated for the supply of Reports and other services. The invoice will be rendered on submission of the Report, or on the basis of agreed stage payments. Time. By an hourly rate according to our published price list as current from time to time or as notified to you before we commence work. Fee rates are subjected to periodic review, and we reserve the right to charge a premium for work conducted on an expedited or urgent basis or outside our normal office hours. Invoices will normally be rendered on submission of Reports or, where a particular commission lasts more than one month, on a monthly basis or in line with agreed stage payments. We may invoice you for disbursements and expenses necessarily incurred by us where this is quoted in our quotation.
8. Copyright and all other rights in the Reports will vest in Capricorn Research and your only rights in relation to the Reports will be those expressly described in this Agreement.
9. Capricorn Research will use its reasonable endeavours to ensure the accuracy of the Reports and exercise reasonable care and skill in their preparation. However, in commissioning Reports you acknowledge that the time and research involved will be appropriate to the fees charged and also it is not possible for us to guarantee the accuracy of the Reports for a number of reasons. e.g. we will not have access to all information which may be required to produce a full and definitive Report, since some information may be unpublished or confidential to a third party; The time scale for the Reports may limit the sources we can access; and the markets which Capricorn Research covers are very volatile. Also, any appraisal, projections or predictions by us are not to be regarded, as definite representations as to the present position or as firm forecasts but rather as estimates made in good faith or opinions of what might happen. Accordingly, Reports are not to be relied on in substitution for the exercise of judgement by you or as a sole basis for granting credit to a third party or for any other commercial action on your part, and Capricorn Research will not have any liability for any loss or damage whatsoever sustained by you as a result of using or relying on a Report. In any event, Capricorn Research will not be liable for loss of profits or contracts or for special indirect or consequential loss or damage; nor for any loss, damage or expenses sustained by you arising from any inaccuracies or omissions in any information or material supplied by a third party to Capricorn Research for the purpose of enabling Capricorn Research to prepare a Report.
10. You confirm that, where you yourself are referred to in or are the subject of a Report which you have commissioned, you will not bring any claim against us or any third party in connection with the provision or contents of the Report.
11. We will use our reasonable endeavours to meet any time scale agreed with you for the delivery of Reports, but you acknowledge that such timescales are only our best estimates and that it may not always be possible to meet them.
12. You agree to indemnify Capricorn Research and/or its employees against any claims, losses or liabilities incurred by Capricorn Research and/or its employees arising in connection with the Reports where the same would not have arisen if you had complied with the provision of this Agreement, in particular, paragraphs 3, 4, and 5.
13. This Agreement will not be varied and none of its provision be treated as waived unless such variation or waiver is in writing and signed by an authorised representative of Capricorn Research.
14. References in this Agreement to 'Report' or 'Reports' mean not only the whole Report but also each and every part of a Report. Also, these terms apply whether the Report are supplied orally or in writing, by facsimile or computer or electronic transmission or any other medium or format.
15. This Agreement is governed by English law and any dispute arising under it shall be referred to the exclusive jurisdiction of the High Court in London.