1. Definitions

   1.1 In these Terms and Conditions:

   "Data" means any and all Data provided to or accessed by Licensee in connection with the Services, including without limitation the results of any use of the Services;

   "Service Start Date" means the date that Services were first made available to Licensee e.g. by supply of the Services or relevant user name and password information;

   "Database(s)" means any Moneyfacts Database(s);

   "Fees" means any amount due and payable by Licensee in respect of the Licence, or any other Fees that may be payable to Moneyfacts by virtue of the Licence being granted ;

   "Intellectual Property Rights" means all rights in inventions, patents, copyrights, design rights, trade marks and trade names, service marks, trade secrets, know-how and other Intellectual Property Rights (whether registered or unregistered) and all applications for any of them, anywhere in the world;

   "Licence" means the renewable annual service Licence or Licences, or other Licence granted in accordance with Clause 2 of these Terms and Conditions;

   "Licensee" means the firm authorised to access and use the Services as described in the Order Form and excludes any parent, subsidiary or associated companies of the Licensee, unless specifically named within the Order Form.

   "Moneyfacts" means Moneyfacts Group plc;

   "Services" means any or all of Moneyfacts Datascreen, Moneyfacts Market Intelligence Reports, Moneyfacts Comparison Services and Moneyfacts Datafeeds, including products which replace or supersede these and other products which require access to the Databases, as defined in the relevant Order Form in whatever format and all application Software and documentation (or any of them or any part of any of them) supplied to Licensee as a result of the Licence being granted;

   "Software" means any application Software provided to Licensee by Moneyfacts to enable Licensee to use the Services;

2. Licence

   2.1 Moneyfacts grants to Licensee a specified number of non-exclusive, non-transferable Licences to use the Services in accordance with these Terms and Conditions.

   2.2 Licensee gives Moneyfacts authority to remotely obtain certain information about any individual computer used by Licensee to access the Services. Moneyfacts may use such information to audit of use of the Services by Licensee.

   2.3 Licensee agrees to communicate the relevant Terms and Conditions to appropriate persons under Licensee's employment, direction or control. Licensee will ensure that employees, agents, assigns, or other persons under the direction or control of the Licensee abide by these Terms and Conditions. Licensee agrees to notify Moneyfacts in writing of any unauthorised use.

3. Permitted Use

   3.1 Subject to condition 10, the Services must only be used in accordance with this condition.

   3.2 The Services are provided for the purposes of information and research by Licensee. Licensee may print out the results of its use of the Services and distribute these results as hard copies within its organisation, provide hard copies of extracts or illustrations relevant to a specific client, or quote extracts in advertisements and promotional material provided in all cases Moneyfacts is quoted as source.

   3.3 Save as expressly agreed otherwise by Moneyfacts in writing, Licensee shall use the Services, Data and Software only for its internal business purposes, and Licensee shall not, in any manner whatsoever:

   1. sell, loan, lease, rent or otherwise provide or make available the Services, Data or Software to any third party;
   2. use the Services, Data or Software on behalf of any third party;
   3. provide bureau or any other Services using the Data or Software to, any third party.

   3.4 The Services may not be reproduced on multiple computers through file serving, networking, communication packages, creation of databases of information or otherwise. In the event that Moneyfacts suspects, or becomes aware of such reproduction, Moneyfacts reserves the right to withdraw or suspend the Services and Licensee will be asked to remove Data which is in breach of this clause, and provide to Moneyfacts a warranty that this has been completed.

   3.5 Save to the extent expressly permitted by law, Licensee shall not reproduce, modify, adapt, merge, translate, disassemble, decompile, recompile or reverse engineer the Software or create derivative works based on the whole of or any part of the Software or incorporate the Software into any other Software program not provided by Moneyfacts without the prior written consent of Moneyfacts.

4. Restrictions

   4.1 Licensee shall promptly notify Moneyfacts in writing if it knows or suspects that any Data provided by Moneyfacts is incorrect or incomplete.

   4.2 Licensee shall not disclose, or through any failure to exercise due care and diligence, cause any unauthorised disclosure of, any Data or Software to any third party other than pursuant to a judicial or other lawful government order, and then only to the extent required by such order and subject to Licensee giving Moneyfacts as much notice of the terms of the order as may be reasonably practicable. Licensee shall notify Moneyfacts immediately upon becoming aware of any unauthorised use or disclosure of any Data or Software and shall provide all assistance reasonably requested by Moneyfacts to rectify or minimise the effects of the same. In the event of any breach of this condition Moneyfacts may

   1. terminate the Licence immediately on written notice to Licensee; and/or
   2. charge Licensee for an additional fee at Moneyfacts' current price in respect of such third parties' ability to access the Services.

   4.3 Licensee shall not introduce into the Software or Databases nor transmit using the Software any virus, worm, Trojan Horse, or other harmful or disruptive component or malicious code, nor attempt to do the same. Licensee shall immediately notify Moneyfacts in the event that Licensee becomes aware of any breach of this clause 4.3. Moneyfacts may terminate the Licence immediately on written notice to Licensee in the event of any breach of this condition.

   4.4 Moneyfacts may from time to time upgrade or modify the Services or replace the same with new versions on 30 days' written notice to Licensee, or such lesser period of notice as may be provided in the event of emergency modifications. All such upgrades, modifications or new versions shall form part of the Services and be subject to these Terms and Conditions.

   4.5 Licensee acknowledges that all copyright, database rights and other Intellectual Property Rights in and to the Software and the Databases belong to Moneyfacts and shall remain vested in Moneyfacts and Licensee shall obtain no rights in respect of the same save as expressly set out in the Licence agreement.

   4.6 Licensee acknowledges that it is its responsibility to satisfy itself that the Services supplied to Licensee are compatible with the hardware and Software environments operated by the Licensee.

5. Payment

   5.1 Licensee shall pay all Fees and other sums payable in respect of the Service to Moneyfacts within 30 calendar days of the date of Moneyfacts' invoice for the same or prior to commencement or renewal of the Services, whichever is the sooner. All such sums are exclusive of VAT or any other applicable sales tax, which Licensee shall pay in addition.

   5.2 In the event of non-payment by the due date, Moneyfacts, at its discretion, may elect to treat the Licence as cancelled or continue the Licence as long as it sees fit and seek continuing payment from Licensee until the Licence is cancelled by Licensee in accordance with these Terms and Conditions in which event, Licensee is liable for payment of the Fees.

   5.3 Subject to any initial period, Moneyfacts reserves the right to increase the Fees for the Services on each anniversary of the date of provision of the Services.

   5.4 Moneyfacts may charge interest on a daily basis on all outstanding sums from the relevant due date until paid in full, both before and after judgment, at the rate of 4% above the Bank of England base rate. Moneyfacts also reserves its rights under the Late Payment of Commercial Debts (Interest) Act 1998.

6. Indemnity and disclaimers

   6.1 Subject to clause 6.2, Moneyfacts shall indemnify Licensee from and against any liability under any final judgment or settlement made in relation to a claim that the Services infringe a third party's copyright provided that

   1. Licensee notifies Moneyfacts in writing of the claim promptly after it has been made;
   2. Licensee turns over to Moneyfacts exclusive control over the defence and settlement of the claim;
   3. Licensee provides such assistance in defence of the proceeding as Moneyfacts may reasonably request, at Moneyfacts' reasonable expense;
   4. Licensee makes no admission in respect of any claim; and
   5. strong>Licensee uses all commercially reasonable efforts to mitigate any loss, damage or costs related to the claim.

   6.2 The indemnity in clause 6.1 will not apply to the extent that the infringement claim results from

   1. use of the Services after Moneyfacts notifies Licensee to discontinue use due to such a claim, allegation or proceeding;
   2. the combining of the Services with a non-Moneyfacts product, Data or process;
   3. use of, or access to, the Data or Services other than in accordance with these Terms and Conditions; or
   4. a non-Moneyfacts employee or representative altering the Data or Software. Licensee shall indemnify Moneyfacts in full from and against any loss, damage, cost, expense or liability arising from such actions.

   6.3 Licensee acknowledges that the Data includes information obtained from third parties over whom Moneyfacts has no control and that Moneyfacts can not guarantee the accuracy or completeness of the Data, and accordingly Licensee acknowledges and agrees that Moneyfacts does not warrant that the Data is accurate or complete and that Moneyfacts shall have no liability in respect of any inaccuracies or omissions in the Data or the provision of the Services save to the extent caused by Moneyfacts' negligence or wilful misconduct. Moneyfacts shall have no liability in respect of any Data accessed as a result of incomplete or inaccurate information supplied by Licensee.

   6.4 Moneyfacts shall use reasonable endeavours to ensure that the Services are available to be accessed by Licensee on a 24/7 basis, subject to planned downtime but Moneyfacts cannot guarantee the availability of the Services. Accordingly, Licensee acknowledges and agrees that Moneyfacts does not warrant that the Services will be available on an uninterrupted and/or 24/7 basis.

   6.5 Except as expressly provided in these Terms and Conditions, all other warranties, conditions, terms and undertakings of any kind, express or implied, whether by statute, common law, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, performance or fitness for purpose) in relation to the Services, Data or Software, are hereby excluded to the fullest extent permitted by law.

   6.6 Moneyfacts warrants that its title to and property in the Services is free and unencumbered and that it has the right, power and authority to Licence the same upon the terms of these Terms and Conditions.

   6.7 Moneyfacts also warrants that it will take reasonable precautions to ensure that the Services shall contain no viruses or other contaminants and that all Services will be performed by competent personnel with reasonable care and skill, in a timely and professional manner and in accordance with normal industry practice.

7. Limitation of liability

   7.1 Nothing in these Terms and Conditions shall limit Moneyfacts' liability for death or personal injury caused by Moneyfacts' negligence or the fraudulent misrepresentation of Moneyfacts.

   7.2 Subject to condition 6, Moneyfacts' liability for direct loss in contract, tort or otherwise arising out of or in connection with granting the Licence or the provision of the Services shall be limited for each incident or series of connected incidents to the amount paid by Licensee to Moneyfacts in the calendar year in which the incident occurs.

   7.3 Subject to this condition 7, in no circumstances shall Moneyfacts be liable to Licensee, whether in contract, tort, negligence, breach of statutory duty or otherwise, in respect of any loss of profits, revenue, goodwill or business opportunity, loss of or cost of restoration of Data or for use of any results obtained by use of the Services, or for any special, indirect or consequential loss, damage, costs or expenses whatsoever howsoever arising out of or in connection with Licensee's use of the Services, Data or Software.

   7.4 Licensee acknowledges that the Fees payable for the Services have been calculated on the basis that Moneyfacts can limit its liability as set out in these Terms and Conditions. However, in the event that any limitation or exclusion of liability in these Terms and Conditions is found by a court of competent jurisdiction to be unreasonable in the circumstances, such limit shall be increased to the amount that Moneyfacts can recover from its insurers for the loss in question.

8. Auto Renewal, Cancellation and Termination

   8.1 Following any Initial Term, the Services will automatically renew for additional periods of 12 months or other period as agreed by the Parties unless either party provides written notice of cancellation to the other no less than 30 days prior to the end of the initial term or any subsequent anniversary thereof.

   8.2 Both Licensee and Moneyfacts may terminate the Licence immediately on written notice to the other if the other:

   1. is in material or persistent breach of any of its obligations under this Licence agreement and either that breach is incapable of remedy or the other shall have failed to remedy that breach within 30 days after being given notice by the first party to do so;
   2. is unable to pay its debts; or becomes insolvent; or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction); or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets; or enters into or proposes any composition or arrangement with its creditors generally; or ceases or threatens to cease business; or is subject to any analogous event or proceeding in any applicable jurisdiction.

   8.3 Moneyfacts may terminate the contract immediately in the event that at least 50% of the Licensee is acquired by a third party.

   8.4 Upon termination of the Licence for any reason, Licensee shall immediately cease to use the Services and shall return to Moneyfacts any Software (including all copies) and shall destroy all Data in Licensee's possession or control. Moneyfacts reserves the right to request a warranty that such deletion and/or destruction has taken effect. All amounts then owed by Licensee to Moneyfacts shall immediately become due and payable.

9. General

   9.1 The failure or delay of Moneyfacts to exercise or enforce any right under the granting of the Licence shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time or times thereafter.

   9.2 The original Order Form and these Terms and Conditions (as amended from time to time) together contain the entire agreement between Moneyfacts and Licensee with respect to the Licence and super¬sedes and replaces all prior agreements, negotiations and discussions between Moneyfacts and Licensee relating to it. No variation of the agreement shall be valid unless it is in writing and signed by an authorised representative of both Moneyfacts and Licensee.

   9.3 Licensee shall not be entitled to assign any of its rights or obligations conferred by the granting of the Licence without Moneyfacts' prior written consent.

   9.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply and no third party shall have any right to enforce any term of this Licence agreement.

   9.5 The provision of the Services shall be governed and construed in accordance with English law and Moneyfacts and Licensee each hereby irrevocably submits to the non-exclusive jurisdiction of the English Courts.

   9.6 All information which was obtained or received by either party in the course of negotiating or performing this Licence agreement or exercising any rights hereunder or otherwise obtained by either party relating to the business or operations of the other, or of any person, firm, company or organisation associated with that party (except for information which is in or enters the public domain other than by breach of this subclause) will be treated as confidential and not used other than for the benefit of the owning party nor disclosed to third parties without the prior written consent of the owning party except to the extent required by law. The obligations re confidentiality shall remain in full force notwithstanding any cancellation of the Licence.

   9.7 Neither party will be liable to the other party for any delay, or failure to perform its obligations, as a result of any cause beyond its reasonable control including, but not limited to, any industrial dispute, act of God, governmental act, war, fire, flood, explosion or civil commotion. The performance of the delaying party's obligations, to the extent affected by the delay, shall be suspended during the period that the cause persists.

   9.8 Any notice, request, instruction or other document to be given hereunder shall be e-mailed or sent by first class post to the addressee's registered office or any address notified in the original invoice, order or application form or in any subsequent correspondence. Any such notice shall be deemed to be received either upon receipt of an electronic 'read receipt' or two days after posting to the relevant address.

   9.9 'Money£acts', 'Moneyfacts', and its derivatives and product names are trademarks.

10. Product Specific Terms

    10.1 Terms & Conditions specific to Moneyfacts Datafeeds:

    1. "Moneyfacts Datafeed" – means proprietary Data supplied regularly (such regularity as agreed between the parties) to Licensee via XML package, which comprises of the contents of certain of the Databases as agreed.
    2. Licensee may only access Moneyfacts Datafeeds from one or more IP addresses agreed in writing by Moneyfacts for the duration of and in accordance with these Terms and Conditions.
    3. The contents of Moneyfacts Datafeeds may be represented on Licensee's own-branded customer facing internet website, providing at all times that Moneyfacts is referenced as the source of the Data. However Licensee may not pass the Data to any third party for display on their website or host the Data for display under the brand of any third party. For the avoidance of doubt, permitted use excludes any display of the Services solely under the brand of any third party, or joint-branded with any brand of which Licensee owns the intellectual property, whether or not presented in an I-frame which is accessible from Licensee's own website or hosted by Licensee, and whether or not presented under a sub-domain of Licensee's website URL. All such arrangements must pre-approved in writing by Moneyfacts and will be subject to additional Fees to be agreed between the parties.

    10.2 Terms & Conditions specific to Moneyfacts Datascreen;

    1. "Moneyfacts Datascreen" means a proprietary Database or Databases providing information and analysis tools for one or more financial product types which is accessed via the internet;
    2. "Individual User" means an individual person working for or on Licensee's behalf to whom Licensee provides a unique user name and password, as supplied by Moneyfacts.
    3. Access to Moneyfacts Datascreen is granted based on an agreed number of Licences which are provided by way of unique user name and password each for use by an Individual User. Where individual product modules of Moneyfacts Datascreen are Licenced, the user name and password is specific to the product module or modules as defined in the Order Form. User name and password information is strictly confidential and must not be disclosed to or shared with any other person. Licensee shall promptly notify Moneyfacts of any disclosure of user name and password to any other person. In the event of any breach of this condition Moneyfacts may
       1. terminate the Licence immediately on written notice to Licensee;
       2. charge Licensee for additional Fees in respect of such unauthorised access to the Services at Moneyfacts' current price.
    10.3 Terms & Conditions specific to Moneyfacts Market Intelligence Reports:
    1. "Authorised Recipient" means a named person who is authorised to receive Moneyfacts Market Intelligence Reports;
    2. "Moneyfacts Market Intelligence Reports" means the regular reports (such regularity as agreed between the parties) based on pre-agreed criteria showing certain information for a range of financial products, which is provided to the Licensee via e-mail;
    3. Moneyfacts Market Intelligence Reports are sent to a specified number of Authorised Recipients. These Reports must not be represented on any intranet, extranet or internet site without Moneyfacts prior written approval. Such reproduction will be subject to Fees.

    10.4 Terms & Conditions specific to Moneyfacts Comparison Services:

    1. "Comparison" means the selection and loading of both a product of the Licensee and a competitor product in the Moneyfacts Comparison Services. Any subsequent substitution of either Licensee's product or the competitor product for a different product, whilst retaining the other will constitute a new search.
    2. "Moneyfacts Comparison Services" means a proprietary Database providing a Comparison of Licensee's financial products against the market place of similar products which is accessed via the internet;
    3. "Individual User" means an individual person working for or on Licensee's behalf to whom Licensee provide a unique user name and password, as supplied by Moneyfacts, where these are required to access the Services.
    4. The number of Comparisons which can be undertaken per month per Licence for Moneyfacts Comparisons Services is limited to that shown in the Order Form, or as agreed between the parties;
    5. Access to Moneyfacts Comparison Services is granted based on an agreed number of Licences are provided by way of unique user name and password each for use by an Individual User. User name and password information is strictly confidential and must not be disclosed to or shared with any other person. Licensee shall promptly notify Moneyfacts of any disclosure of user name and password to any other person. In the event of any breach of this clause Moneyfacts may:
       1. terminate the Licence immediately on written notice to Licensee;
       2. charge Licensee for additional Fees in respect of such unauthorised access to the Services at Moneyfacts' current price.

November 2008