Terms and Conditions

The Customer's attention is particularly drawn to the provisions of clause 10.

1 Interpretation

1.1 Definitions

In these Conditions, the following definitions apply:

"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

"Charges" means the charges payable by the Customer for the supply of the Services in accordance with clause 5;

"Conditions" means these terms and conditions as amended from time to time in accordance with clause 13.8;

"Contract" means the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions;

"Customer" means the person or firm who purchases Services from the Supplier;

Effective Date” means the commencement date of this agreement.

"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

"Minimum Commitment" means the minimum number of Services purchased through an Order purchased from the Supplier;

"Normal Business Hours" means 9.00 am to 6.00 pm local UK time, each Business Day;

"Order" means the Customer's written or verbal acceptance of a quotation by the Supplier, as the case may be;

“Production” means in relation to a) Hosted Products, the point at which filming is completed; b) Physical Products, the point at which the product is published;

"Products" means the Supplier’s Products, namely videos, movies, films, photographs, printed or other published marketing, promotional or public relations materials (in whatever format and whether or not hosted, published or otherwise made available to the public by the Supplier), and other products developed by the Supplier or his agents, subcontractors, consultants and employees in any form for the Customer for the purposes of marketing property, and ‘Product’ shall mean any one of them.

"Services" means the services which the Supplier agrees to supply to the Customer under this Contract, which may include any or all of: the production, direction, provision and/or internet hosting of Products, together with any other

services which the Supplier provides or agrees to provide to the Customer, and ‘Service’ shall mean any one of these;

"Specification" means a specific variation of the Services confirmed in writing by the Supplier to the Customer;

“Supplier” in the United Kingdom means vistaBee Ltd, SC396140 with its Registered Office at Citypoint, 65 Haymarket Terrace, Edinburgh EH12 5HD

“Supplier” in the United States means vistaBee Inc., with its Registered Office at 1110 Brickell Ave, Miami FL 33131

1.2 Construction

In these Conditions, the following rules apply:

1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2 a reference to a party includes its personal representatives, successors or permitted assignors;

1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4 any phrase introduced by the terms including, include, in particular, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5 a reference to writing or written includes faxes and e-mails

2 Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written or verbal acceptance of the Order (the “Acceptance”) at which point and on which date the Contract shall come into existence (hereinafter referred to as the “Commencement Date”).

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4 Any, videos, movies, films, photographs, printed or other published marketing, promotional or public relations materials issued by the Supplier in relation to the services to be offered by the Supplier, and any descriptions or illustrations contained in the Supplier's websites, videos, movies, films, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue.

3 Supply of Services

3.1 The Supplier shall endeavour to supply the Services to the Customer in accordance with any Specification which is agreed in all material respects.

3.2 The Supplier shall endeavour to meet any performance dates specified in any Acceptance, and if no such performance date is specified shall endeavour to perform the Services within fifteen Business Days of Acceptance, but time shall not be of the essence for performance of the Services.

3.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4 The Supplier shall provide the Services using reasonable care and skill.

4 Customer's obligations

4.1 The Customer shall:

4.1.1 ensure that the terms of the Order and any information it agrees to have included in the Specification are complete and accurate;

4.1.2 co-operate with the Supplier in all matters relating to the Services;

4.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;

4.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

4.1.5 prepare the Customer's premises for the supply of the Services and provide all necessary access within one month of the Order being placed or the date of shoot, whichever is soonest;

4.1.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

4.1.7 keep and maintain all materials, equipment, documents and other property of the Supplier (hereinafter referred to as “Supplier Materials”) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials;

4.1.8 inform the Supplier when the property has been sold or is otherwise no longer to be marketed for sale; and

4.1.9 Meet the Minimum Commitment in any given agreed period.

4.2 If Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (hereinafter referred to as “Customer Default”):

4.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend the performance of the Services until the Customer remedies the Customer Default, and to rely the Supplier's performance of any of its obligations under the on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

4.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay in performing any of its obligations as set out in this clause 4.2; and

4.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default

4.3 Where the Contract entitles the Customer to a price for Services (the “Discounted Price”) discounted against the Supplier’s recommended retail price for such Services (the “Recommended Retail Price”), such discount shall be entirely conditional upon the Customer meeting the Minimum Commitment. The Customer shall reimburse the Supplier the difference between the Discounted Price and the Recommended Retail Price on written demand for all Orders if the Customer does not meet the Minimum Commitment (which would be accepted as Customer Default) in any contracted period. Any failure or delay in exercising this right shall not constitute any waiver by the Supplier.

5 Charges and payment

5.1 The Charges for the Services shall normally be calculated in accordance with the Supplier's standard fee rates, a copy of which will be provided by the Supplier on request, however these may be varied depending on: the skill, expertise and complexity required to perform the instructed Service; the location of the site where the instructed Service will be undertaken; and, the Specification (if any) of the Customer.

5.2 The Supplier shall provide the Customer with an estimate Charge prior to commencement of the Service.

5.3 The Supplier may offer an expedited Service, to be known as the “Priority Service”, to Customers for a higher standard fee rate, a copy of which will be provided by the Supplier on request

5.4 The Priority Service shall entitle the Customer to performance of the instructed Services within five Business Days, and shall otherwise by governed by the terms of this Contract.

5.5 Provided a reasonable estimate or quotation is agreed by the Customer prior to commencement of the Services, the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

5.6 The Supplier reserves the right to insist on payment in advance of the work being undertaken, or to require a deposit from the Customer of up to 50% of the estimated Charges at the time of Acceptance (hereinafter referred to as the “Deposit”) The amount of any Deposit shall be deducted from the total amount of the Charges for invoicing purposes.

5.7 Where an Order includes Services for the production of a photograph or video, if the Customer cancels the Order they will be subject to a cancellation fee of 50% of the total price of the Order plus VAT or Taxes (if applicable), and if such cancellation is not made at least one working day prior to the day of the shoot the cancellation fee will be a minimum of £100 plus VAT in the UK and $150 plus taxes in the USA. If the shoot or pre-production process has commenced (time of appointment started), full payment will be due. If an Order for Services has been made and the Customer cancels the Order after 30 days since placing the Order for Services, full payment will be due regardless of whether the order has been completed, no refund will be provided for part Service delivery.

5.8 For all other Services, the Customer shall have the right to cancel the Services and receive a full refund of any payment made including the Deposit for a period of seven Business Days starting on the day of Acceptance provided that no work relating to the Services has been undertaken by the Supplier. If work relating to the Services has been undertaken by the Supplier within the seven day period, the Customer shall have no right to cancel the Services under this clause and the only grounds for cancellation shall be under clause 11 herein or a payment of any cancellation fees for permitted cancellations as set out in the Supplier’s standard fee rates, a copy of which will be provided by the Supplier on request.

5.9 Unless payment has been made in full in advance, the Supplier shall invoice the Customer at the point of production of the Product, or on such other payment terms as agreed in writing with the Customer at Acceptance.

5.10 Unless other payment terms are agreed in terms of clause 5.9, the Customer shall pay each invoice submitted by the Supplier in full and either by cash or by cheque to a bank account nominated by the Supplier at the point of production of the Product; and time for payment shall be of the essence of the Contract.

5.11 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.12 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (hereinafter referred to as a “Due Date”), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current [Bank of England's] base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

5.13 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

5.14 The Customer shall pay a £75+vat in the UK or $100+taxes in the USA for streaming video services after the initial and thereafter ongoing period of 12 months from initial order date and £49.99+vat or $49.99+taxes(US) for Matterport or 360 Tour products after the initial and thereafter ongoing period as specified (6 months or 12 months depending on product). The Customer must inform the Supplier of their intention to end streaming Services and video, Matterport or 3D tour hosting or payment a specified above will be due by the Customer upon the commencement of the new streaming period, or subsequent renewal periods of 6 of 12 months depending on product as above, unless otherwise specifically agreed in writing. The Services may be invoiced at any time after the streaming services fee becomes due and paid within 7 days of such an invoice being raised.

5.15 All Services ordered via the vistaBee API are subject to these terms and conditions in full. Placement of an order electronically is agreement to abide by these terms and conditions in full.

5.16 Payment term may be changed by vistaBee and/or any credit facility may be withdrawn at any time by vistaBee meaning full payment is due immediately upon request by VistaBee.

6 Intellectual property rights

6.1 As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in the Product and Services, including but not limited to those created by the Supplier at any property owned by the Customer, shall be owned by the Supplier. To the extent that they do not vest automatically by the operation of law or under this Contract, the Customer hereby assigns and/or shall execute all documents necessary to assign all Intellectual Property Rights in the Product and Services to the Supplier to the fullest extent permitted by law.

6.2 The Customer hereby irrevocably consents to the use by the Supplier (on an anonymised basis) of the Products created for the Customer for the purposes of the ongoing marketing and development of the Supplier’s business from time to time.

6.3 In relation to property videos, movies, and films the Customer is granted a personal, exclusive non-transferable, worldwide licence to use the relevant Products (including any Intellectual Property Rights) (hereinafter referred to as the “Licence”) on the following basis:-

6.3.1 Where the Product is a property video, movie, or film which is hosted by or on behalf of the Supplier (“Hosted Product”), the Licence shall permit the customer to make use of the Product by posting links to one or more websites or portals, provided always that:

6.3.1.1 The Customer shall not link or endeavour to link or provide access to, the Hosted Product, through any website or portal which:

6.3.1.1.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

6.3.1.1.2 facilitates illegal activity;6.3.1.1.4 depicts sexually explicit images; promotes unlawful violence;

6.3.1.1.3 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity;

6.3.1.1.4 causes damage or injury to any person or property; or

6.3.1.1.5 is in direct competition with the business of the Supplier.

6.3.1.1.6 is in conflict with any of this agreement and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

6.3.1.2 The Licence shall be limited so that each Hosted Product may only be viewed subject to the Supplier’s Fair Usage Policy, as amended from time to time, a copy of which is available on the Supplier’s website (www.Vistabee.com).

6.3.1.3 The Licence in respect of a Hosted Product shall lapse and terminate on the earlier to occur of:-

6.3.1.3.1 the date on which the Customer notifies the Supplier that the Property has been sold or is no longer to be marketed for sale;

6.3.1.3.2 the date falling six calendar months from the date on which the invoice is rendered to the Customer

6.3.1.4 The Licence in respect of a Hosted Product may be renewed or extended (as applicable) by agreement between the Supplier and the Customer and the Supplier shall be entitled to charge additional Charges for this purpose.

6.3.1.5 The Licence may be terminated by the Supplier with immediate effect in the event that the Customer is in default of the terms of the Contract and, having been given not less than 7 day's notice of the nature and scope of the default, has failed to remedy the default to the Supplier’s satisfaction.

6.3.2 Where the Product is a published matter or hard copy film or video (“Physical Product”), the Licence shall entitle the Customer to use the Physical Product until the property which is the subject of the Physical Product has been sold or is otherwise no longer offered for sale.

6.4 The Supplier reserves the right to make all decisions on editing and production of Products, and no re-editing or re-production shall be undertaken by the Supplier as part of the Service.

6.5 No right to modify, adapt, edit or transfer the Products or create derivative works from the Products is granted to the Customer.

6.6 In all cases the Licence is limited to use ONLY FOR THE PURPOSES OF MARKETING THE PROPERTY WHICH IS THE SUBJECT OF THE PRODUCT AND FOR NO OTHER PURPOSE. The Customer may not (i) lease, loan, resell or otherwise distribute the Services save as permitted in writing by the Supplier; (ii) use the Products to provide ancillary services related to the Products; or (iii) use the Products for any residential or commercial sale or lease transaction save for the transaction for which the production of the property movie or property video was originally intended (iv) store, archive or retain the property movie or property video for commercial purposes.

7 Services

7.1 The Supplier shall, for the duration of the Contract, provide the Services to the Customer on and subject to the terms of this agreement.

7.2 The Supplier shall use reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

7.2.1 planned maintenance carried out during times of minimum demand; and

7.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.

8 Confidentiality

A party (hereinafter referred to as a “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (hereinafter referred to as a “Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 6.1 shall survive termination of the Contract.

9 Intellectual property indemnification

9.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:

9.1.1 the Customer is given prompt notice of any such claim;

9.1.2 the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense.

9.2 The Supplier may (at its sole discretion, which must be exercised in writing), subject to clause 9.5, defend the Customer, its officers, directors and/ or employees against any claim that the Services infringes any patent effective as of the date of the Contract, copyright, trade mark, database right or right of confidentiality, and shall (having opted to so defend the Customer as aforesaid) indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

9.2.1 the Supplier is given prompt notice of any such claim;

9.2.2 the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

9.2.3 the Supplier is given sole authority to defend or settle the claim.

9.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

9.4 In no event shall the Supplier, its employees, agents and sub- contractors be liable to the Customer to the extent that the alleged infringement is based on:

9.4.1 a modification of the Services or Documentation by anyone other than the Supplier; or

9.4.2 the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

9.4.3 the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

9.5 The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier’s employees', agents' and sub- contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

10 Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

10.1.2 fraud or fraudulent misrepresentation; or

10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.2 Subject to clause 10.1:

10.2.1 the Supplier shall not be liable to the Customer, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract including any losses that may result from the Supplier's deliberate breach of the Contract by the Supplier, its employees, agents or subcontractors;

10.2.2 the Supplier shall not be liable to the Customer, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with loss of service provision by any internet website, internet service provider, or other data host or storage system on which the Products or Services rely, whether these are owned or operated by the Supplier or by third parties; and

10.2.3 notwithstanding any other provisions of this Contract, the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, including losses caused by the deliberate breach of the Contract by the Supplier, its employees, agents or subcontractors shall not exceed £1,000.

10.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.4 This clause 10 shall survive termination of the Contract.

11 Termination

11.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within five Business Days of that party being notified in writing of the breach;

11.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

11.2.1 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

11.2.2 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

11.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

11.2.4 the other party (being an individual) is the subject of a bankruptcy petition or order;

11.2.5 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

11.2.6 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

11.2.7 a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

11.2.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

11.2.9 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.1 to clause 11.2.8 (inclusive);

11.2.10 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

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

11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and has not remedied the same within 10 Business Days of notice in writing of the failure to pay on time.

11.4 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party twelve months' written notice.

11.5 Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.2.1) to clause 11.2.11, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

12 Consequences of termination

12.1 On termination of the Contract for any reason, and subject to any legal obligations to the contrary:

12.1.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

12.1.2 where all payments due by the Supplier referred to above are paid within 7 days, any Licence granted by the Supplier shall continue for a period of 12 months, but if such payments are not made then all Licences shall automatically terminate and the Customer shall return any Products which have not been fully paid for or remove them from publication. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them or submit copyright notices where the Products are published. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

12.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

12.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect

12.2 There shall also become immediately due and payable by the Customer to the Supplier any amounts due in terms of Condition 4.3 and any additional hosting charges payable. Such additional hosting charges shall include a payment for an additional 6 or 12 months’ hosting charge (depending on product as specified previously) for all Hosted Product then hosted by the Supplier. Hosting Services shall renew automatically unless the Customer advises the Supplier to cease delivery of Hosting Services.

13 General

13.1 Force majeure:

13.1.1 For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

13.1.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

13.1.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than four weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

13.2 Assignment and subcontracting:

13.2.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

13.2.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

13.3 Notices:

13.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first- class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

13.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

13.3.3 This clause 13.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

13.4 Waiver:

13.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

13.5 Severance:

13.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

13.5.2 any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

13.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

13.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

13.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.

13.9 Governing law and jurisdiction: This Contract, 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 by, and construed in accordance with, Scottish law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Scotland.

14 Non-Solicitation

From the Commencement Date until the period expiring twelve months following the termination of this Agreement (for whatever reason) both Parties hereby agree with and undertake to the other that they will not solicit for employment any member or former member of the other party’s personnel involved with the performance of this Agreement and/or the supply of the Services and/or Products in the preceding twelve month period, nor shall the Customer accept services of the type provided by the Supplier from such member or former member.