These terms and conditions relate to the agreement ("Customer Agreement") between IDOX Information Solutions Ltd ("j4b"), at First Floor, Alderley House, Alderley Road, Wilmslow, Cheshire SK9 1AT, and the Customer (“Customer”), named in Customer Agreement document.

Grant of license
1. The materials that are the subject of the Customer Agreement shall consist of The Product (Product), defined in Customer Agreement.

2. The Product shall remain the property of j4b. j4b grants to the Customer a non-exclusive license to access and provide the Product to its users in accordance with the Customer Agreement.

Fees and termination
3. The Customer shall make payment to j4b as invoiced, based on the Price and Payment Terms as specified in the Customer Agreement.

4. The term of this Licence is twelve (12) months commencing on the Commencement date, unless otherwise specified in the Customer Agreement.

5. j4b shall have the right to suspend or terminate the License immediately upon notice to the Customer where j4b is not in receipt of all fees due from the Customer to j4b or in such circumstances where the Customer is not authorised to use the Product in any way. In the event of late payment j4b shall be entitled to charge the Customer interest at 4% above the base rate at the relevant time of Royal Bank of Scotland plc. Such interest shall accrue daily and be compounded monthly. If j4b suspends or terminates the License for non-payment, the full amount will remain due to j4b.

6. The Customer may terminate the License forthwith in the event that j4b is in breach of any material terms of this License becomes insolvent within the meaning of Section 247 of the Insolvency Act 1986.

7. The License expires at the end of the Term specified in Part 3 of the Customer Agreement. Continuation of the License will be subject to a new Customer Agreement

8. The Customer shall not knowingly permit anyone other than Authorised Users to use the Product. “Authorised Users” shall mean the Customers operatives specified in the Customer Agreement.

Authorised use of the Product
9. Authorised users register on the Product using access codes given to them by the Customer
10. Authorised Users may make all use of The Product as is consistent fair use. This includes all activities associated with searching, information retrieval and storage on The Product. In addition, The Product may be used as follows:
(a) Authorised Users may display, download, copy and/or print portions of The Product for use in the course of specific funding advice.
(b) Authorised Users may use of The Product in the preparation of Client Reports.

11. Copyright in the material contained within the Product, together with its functional design, text, their selection and arrangement, and all software compilations, underlying source code and software belongs to j4b. All rights are reserved.

Restrictions
12. The Customer and its Authorised Users will not use any information contained in the Product for the purpose of incorporating this information in any directory or information retrieval system or database.

13. Except for the reports specified above, the Customer and its Authorised Users may not disseminate or redistribute the Product via electronic bulletin boards, e-mail, intranets, the Internet or any similar medium or service.

14. The customer and its Authorised users may not offer an online search facility where search criteria are entered via a form on a website. This restriction shall remain even if the search results are delivered via a subsequent report.

15. The Customer and its Authorised Users may not translate, reverse engineer, de-compile or disassemble the Product except to the extent that the foregoing restriction is expressly prohibited by applicable law.

16. The Customer and its Authorised Users may not create any derivative product or service from the Product except for those expressly provided for in this agreement.

17. The Customer may not demonstrate or display output from the Product without giving credit to IDOX Information Solutions Ltd as the author and copyright holder of the data.

18. At no stage may the Customer present j4bs credentials as its own. Furthermore, at no stage may the Customer present j4b's credentials without first obtaining j4bs written permission (to include fax but not e-mail) concerning each instance that such credentials are presented.

Data protection
19. Information from authorised users is collected by j4b, and used in aggregate form to measure behaviour on the Product. Details on individual users, collected with their full consent, will be available to j4b and the Customer. j4b follows strict procedures in accordance with the UK Data Protection Act 1998 to prevent unauthorised access to the authorised users information. j4b will not pass on or sell the details of individuals using the service to any third party other than the Customer.

j4b performance obligations
20. j4b will offer reasonable levels of continuing technical support to assist Customers in the use of the Product. j4b will make its personnel available by email, phone or fax during regular business hours, Monday through Friday for feedback, problem-solving, or general questions.

21. j4b shall use its best endeavours to ensure that j4b's server or servers have sufficient capacity and rate of connectivity to provide the Customer and its Authorised Users with a quality of service comparable to current industry standards. Standard connectivity service provision is 99.5%. Support for hosted internet servers and services is 24/7. Internal database and website content issues within j4b will be addressed within normal working hours. Information content update is ongoing. Regular uploads of updated information to the Product will take place nightly on Sunday to Thursday nights. Urgent and vital changes as agreed are necessary between the Customer and j4b will be addressed and implemented by j4b with immediate attention and its best endeavours. j4b shall use its best endeavours to restore access to the Product as soon as is reasonably practicable in the event of an interruption or suspension of service.

22. The Customer understands that from time to time the Product may be added to, modified, or deleted from by j4b. j4b shall give prior notice of any such changes to Customer.

23. Reports on the useage of the product will be provided to the Customer by j4b as specified in the Customer Agreement.

Customer performance obligations.
24. The Customer acknowledges that the copyright and title to the information content and organization of The Product are and remain with j4b. The Customer shall use reasonable efforts to protect The Product from any use that is not permitted under this Customer Agreement, and shall notify j4b of any such use of which it learns or is notified. In the event of any unauthorised use of the Product by the Customer j4b may terminate the access of the Customer to The Product. j4b shall take none of the steps described in this paragraph without first providing reasonable notice to Customer and working with the Customer to avoid recurrence of any unauthorised use.

Limitations on the scope of this License
25. The product is limited to that defined in the Customer Agreement. Changes or additional customisation work requested by the client that extend this definition may be subject to additional charges. Development commissioned by the Customer without prior arrangement on a fixed fee will be subject to an hourly charge.

26. If the customer wishes to make the Product available to users other than those specified in the Customer Agreement, then the Customer will consult with j4b. j4b will have the sole decision as to whether this Customer Agreement will be extended to include other users and what, if any, additional fee will be payable, or if a new Customer Agreement is required.

Assignment and transfer.
27. No party may assign, directly or indirectly, all or part of its rights or obligations under the Customer Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

Entire agreement.
28. The Customer Agreement constitutes the entire Customer Agreement of the parties and supersedes all prior communications, proposals, understandings and Customer Agreements relating to the subject matter hereof, whether oral or written.

Amendment.
29. No modification or claimed waiver of any provision of the Customer Agreement shall be valid except by written amendment signed by authorised representatives of j4b and Customer.

Severability.
30. If any provision or provisions of the Customer Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Notices
31. All notices given pursuant to the Customer Agreement shall be in writing and may be hand delivered, or shall be deemed received within five (5) business days after mailing if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies must be sent by Royal Mail or hand delivery to the specified address. Any party may from time to time change its Notice Address by written notice to all other parties.

Warranty
32. Information and material published on the Product is gathered from primary sources and checked for accuracy with them. Although j4b endeavours to ensure that all published material is accurate, timely and updated regularly, j4b shall not be liable for any inaccuracies and/or omissions in any information or materials provided. The Customer should note that information and materials published or otherwise provided are for general information only and are not intended to be relied upon as specific advice or recommendations in relation to any transaction the Customer or its Authorised Users may enter or otherwise. j4b shall not be liable in respect of any loss or damage including loss of profit, revenue or contracts or any consequential or special loss or damage arising directly or indirectly from the use of, or inability to use any information or material contained on this site.

33. j4b provides no warranties and makes no representations in respect of the Product or its contents and to the extent permitted by law excludes all conditions and warranties implied by law. Nothing in these terms shall exclude or limit the liability of j4b for any death or personal injury caused by our negligence or for fraudulent misrepresentation.

Governing law
34. This agreement is governed by the laws of England and is subject to the non-exclusive jurisdiction of the English Courts.

IDOX Information Solutions Ltd is registered in England and Wales with company number 06706798. The Registered office is: 2nd Floor, 160 Queen Victoria Street, London EC4V 4BF. VAT number GB 766 8008 04.