REGISTERS DIRECT TERMS & CONDITIONS

1. Definitions

"APPLICATION FORM"
means the Service application form provided by the Keeper.

"CREDIT LIMIT"
means the maximum debit balance permitted in respect of search fees, as determined and notified to the Customer by the Keeper from time to time.

"CUSTOMER"
means any person who uses or wishes to use the Service and/or that person's employees or agents.

"DATA WAREHOUSE"
means the store of information, derived from certain Registers under the control of the Keeper and held by the Keeper in computerised form.

"EQUIPMENT"
means any items of hardware or software and any communications links that the Customer uses or proposes to use in connection with the Service.

"EFTPOS"
means Electronic Fund Transfer at Point of Sale.

"HELP DESK"
means the facility which allows the Keeper to provide advice, assistance and support to the Customer.

"THE KEEPER"
means the Keeper of the Registers of Scotland.

"LOG-IN SCRIPT"
means the unique identification and the password that enables the Customer to gain access to the Data Warehouse.

"search"
means a single search of the Data Warehouse against a personal name, placename, address, minute number, search sheet number, title sheet number or other identifier, or against a combination of a personal name and a placename and/or address, though in relation to that part of the Data Warehouse corresponding to the Register of Inhibitions and Adjudications, "search" includes a single search against one to six persons by name.

"Service"
means "REGISTERS DIRECT", the service provided by the Keeper to the Customer to allow the Customer remote access tot he Data Warehouse.

"Service Availability Times"
means the hours of 8.00 a.m. to 8.00 p.m. (in conformity with the time of day in force in Scotland) from Monday to Friday (excluding the Scottish public holidays at Christmas and New Year).

"VAT"
means Value Added Tax at the current rate in force from time to time.

2. formation of contract, law and jurisdiction

2.1 To apply to use the Service, the Customer must accept these Conditions of Use and present a completed and signed Application Form to the Keeper. The Keeper may reject the Application Form and the application without explanation.

2.2 The acceptance of the Application Form by the Keeper creates a contract made in Scotland between the Keeper and the Customer according to Scots Law, on the basis of these Conditions of Use, and subject to the exclusive jurisdiction of the Scottish Courts. The contract is binding on the Keeper and his successors and assignees and the Customer.

3. log-in script and commencement of access

3.1 If the Keeper formally accepts the application, he will assign the customers a log-in script. When first using the Service the Customer will be required to change the password which comprises the second element of the log-in script and thereafter will change the password no fewer than four times a year. The Customer must keep the log-in script safe and secure and may not disclose it to any person other than the keeper.

3.2 The Keeper will allow the Customer non-exclusive access to the Data Warehouse with effect from the date of issue of the unique identification.

4. access

4.1 The Keeper does not warrant that the Customer can gain access to the Data Warehouse on all equipment. The Keeper may recommend to the Customer certain types of equipment on which access to the Data Warehouse is normally possible, but has no liability for any damage or loss caused in any way by equipment which has been recommended.

4.2 The Customer shall be solely responsible for the costs of hire or purchase, maintenance, repair and renewal of all equipment which the Customer installs and uses, the costs of connection to the Data Warehouse and any other costs incurred by the Customer in accessing the Data Warehouse.

4.3 The systems used by the Keeper to maintain the Service will record the Customer's usage of the Service.

4.4 When notified by the Customer via the Help Desk of apparent technical defects in the provision of the Service, the Keeper will investigate such defects and use reasonable endeavours to remedy them quickly.

4.5 Notwithstanding the terms of clause 4.4, the Keeper shall have no liability in respect of any actions, claims, costs, demands, expenses, losses or liabilities made against or incurred by the Customer arising out of or in connection with any defect in, or breakdown, failure or non-performance of any equipment.

5. service obligation

5.1 The Keeper will use reasonable endeavours to provide a prompt and continuing Service and the operation of the Help Desk during Service Availability Times but will not be liable for any loss resulting from delays, non-deliveries, missed deliveries, or interruptions caused by events beyond the control of the Keeper, or by errors or emissions of the Customer.

5.2 These conditions of Use contain express warranties, undertakings and obligations of the Keeper. Excepting those created by statute or common law, all other conditions, warranties, terms, undertakings and obligations of the Keeper and all duties of care, contractual or otherwise, and all liabilities (if any) of the Keeper arising therefrom are hereby wholly excluded.

6. suspension of service

6.1 Without prejudice to his rights under clause 10, the Keeper may suspend the Service immediately on breach of any of these Conditions of Use by the Customer, including without limitation late or non-payment of sums due.

6.2 The Keeper may suspend the whole or part of the Service temporarily for routine repair or maintenance work. The Keeper shall give as much notice of any such suspension as is reasonable in the circumstances.

7. fees and credit limits

7.1 The Customer shall be bound to pay the Keeper a fee (exclusive of VAT) for every search which the Customer conducts. The fees shall be the fees stipulated in The Fees in the Registers of Scotland Amendment Order 1998 (or any Order which supersedes it or subsequent Order).

7.2 Payment of fees by the Customer will be made by the Payment Method stipulated by the Customer on the Application Form or such other Payment Method as the Keeper and the Customer may agree. The Payment Method may be payment by Cash, Cheque, Credit Card, Direct Debit, EFTPOS or such other method as the Keeper may determine is acceptable to him. If the Payment Method is payment by Direct Debit, a mandate must be established with the Customer's Bank. The Keeper may immediately suspend or terminate the Service to the Customer if such Direct Debit is cancelled for any reason.

7.3 The Keeper will regularly send to the Customers an invoice Statement detailing the Customer's searches and the fees for them. The period of the Invoice Statement is at the discretion of the Keeper but will normally be fourteen days, but notwithstanding the effect of Clause 7.2 the Customer must agree to pay by Direct Debit if the requested period is of thirty days or more. In any event the Keeper need not comply with any such request.

7.4 If the Keeper is unable to produce an Invoice Statement timeously by reason of any of the causes mentioned in Clause 9.3, the Customers liability for fees and interest shall continue.

7.5 If the Payment Method is payment by Direct Debit, the Keeper will require payment of the fees, and of VAT thereon, approximately fourteen calendar days after the date of the Invoice Statement. In any other case, the Customer will be liable for payment of the fees, and for VAT thereon, not later than fourteen calendar days from the date of the Invoice Statement. In the event of payment to the Keeper not being made timeously, the Customer shall be bound to pay the Keeper compounded interest on the total at the rate of four per centum per annum above the base rate of the Royal Bank of Scotland plc and the Keeper shall be entitled to suspend the Customer's access to the Service until the full amount outstanding inclusive of interest is paid.

7.6 The Customer shall not be entitled to withhold the whole or part of any payment due, or sum owing, to the Keeper for any reason. No claim or counterclaim by the Customer shall be set-off against any payments due to the Keeper.

7.7 The Customer will be subject to a Credit Limit which the Customer must not exceed. Any breach of the Credit Limit by the Customer will entitle the Keeper to full and immediate payment of any outstanding fees.

7.8 The Keeper may request reports on the Customer's credit worthiness from a licenced Credit Reference Agency. The Keeper may also register information about the Customer and the conduct of the Customer's account with a licensed Credit Reference Agency. Information thus registered will be used only to help make credit decisions or occasionally to prevent fraud or trace debtors.

8. improper use

The Customer agrees that it shall use the Service only for lawful purposes. The Customer warrants that it shall not knowingly use the Service to receive or transmit material that is obscene, threatening, menacing, offensive, defamatory, in breach of confidence, in breach of any intellectual property right, or otherwise unlawful.

9. liability

9.1 The Keeper shall have no liability in respect of any actions, claims, costs, demands, expenses, losses or liabilities made against or incurred by the Customer arising out of any defect in, or the breakdown, failure or non-performance of the systems containing the Data Warehouse or any equipment, materials or systems owned, used or maintained by the Customer or any third party in connection with the Service.

9.2 While the Keeper has taken and will continue to take reasonable precautions in respect of computer viruses, the Keeper shall not be liable to the Customer by reason of any failure on the part of the Keeper to provide security against computer viruses and prevent the transmission of them through the Service. The Customer will take such precautions as it deems fit.

9.3 The Keeper shall not be liable to the Customer or be in breach or be in breach of these Conditions of Use by reason of any delay in performing, or any failure to perform, any of the Keeper's obligations under these Conditions of Use if the delay or failure was due to any cause beyond the Keeper's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Keeper's reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Keeper or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; and power failure or breakdown in machinery.

9.4 In any event, and notwithstanding any other provision of these Conditions of Use, the keeper shall not be liable to the Customer in respect of any breach of his obligations under these Conditions of Use for any increased costs or expenses suffered or incurred by the Customer, loss of profits, business, contracts, revenues, anticipated savings or goodwill, or any type of special indirect or consiquential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Keeper had been advised of the possibility of the Customer incurring the same.

9.5 All warranties, conditions or other terms implied by statute or common law in relation to the Service are excluded to the fullest extent permitted by law.

9.6 Each of the foregoing Clauses 9.1 to 9.5 is to be construed as a separate limitation (applying nad surviving even if for any reason one or other of the said Clauses is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding any amendment of these Conditions of Use or the termination of the Service.

10. termination of the service

10.1 Either the Keeper or the Customer may terminate the Service by the giving of the one calendar month's notice to that effect to the other party. Such termination will not prejudice any claims competent to either party arising out of Clause 7 above or Clause 10.2 (b) below or otherwise arising from the operation of the Service.

10.2 The Keeper may, in terms of Clause 10.1 above, terminate the Service in the event of (a) any breach by the Customer of these Conditions of Use or (b) any sum of money payable hereunder by the Customer remaining outstanding for a period exceeding thirty days.

10.3 Notwithstanding the terms of Clause 10.1 above, the Keeper shall be entitled to terminate this Agreement immediately in the event that any of the following occur:

a) if the Customer is an incorporated company, (1) there is a change of control (as defined by section 416 of the Income and Corporation Taxes Act 1988) of the Customer; (2) a court order is made or a resolution is passed for the Customer's winding up (in either case otherwise than for the purposes of reconstruction or amalgamation) or circumstances arise which would entitle a court to make such an order; (3) an administrator, manager, administrative receiver or receiver is appointed to the Customer or over all or any of the property which may from time to time be comprised in the property or the undertaking of it, or circumstances arise which would entitle a court to appoint such an administrator, manager, administrative receiver or receiver; (4) the Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; (5) the Customer makes a voluntary arrangement or composition in satisfaction of its debts or a scheme of arrangement of its affairs; or (6) any similar event occurs under the law of any other jurisdiction to which the Customer is subject; or

b) if the Customer is a partnership, or a number of persons acting together in any capacity, (1) any event in sub-clauses (a) or (c) occurs in respect of the partnership or any partner therein or any such persons; (2) a petition is presented for the Customer to be wound up as an unregistered company; or (3) the partnership is dissolved, declaring that immediate notification of such dissolution shall be given to the Keeper by the Customer in writing; or

c) if the Customer is an individual, (1) a petition is presented for the Customer's bankruptcy or the sequestration of the Customer's estate; (2) a criminal bankruptcy order is made against the Customer; (3) the Customer is apparently insolvent; (4) the Customer makes any composition or arrangement with or for the benefit of creditors; or (5) an administrator is appointed to manage the Customer's affairs; or

d) if the Customer ceases to carry on its business, or substantially the whole of its business, or disposes of the whole or a substantial part of its undertaking or assets.

11. miscellaneous

11.1 In these Conditions of Use, except where the context otherwise requires, (a) words denoting the masculine include the feminine and the neuter and vice versa, and words denoting the singular include the plural and vice versa; (b) any reference to an Act of Parliament shall be construed as a reference to the Act of Parliament as from time to time amended, extended or re-enacted; and (c) any undertaking by either the Keeper or the Customer not to do any act or thing shall be deemed to include an undertaking not to allow, permit or suffer the doing of that act or thing.

11.2 The Customer shall immediately notify the Keeper, in writing, of any change of name or address.

11.3 The Keeper may record or monitor any telephone calls made to and from the Help Desk in connection with the Service.

11.4 The Keeper may amend these Conditions of Use on giving the Customer no less than one calendar month's notice before the amendment takes effect. The Customer's use of the Service after the effective date of the amendment will constitute acceptance of the amendment and will be subject to the contract between the Keeper and the Customer as amended.