TERMS AND CONDITIONS

ADVANTIS ONLINE – Terms & Conditions

Last updated : V1.03 - 29 May 2007

1. Introduction

These Terms and Conditions apply in respect of all access by you of the Site, each and every set of instructions received by Advantis Credit Limited (“Advantis”) from you whether issued online or via offline communication and to the collection of debts from third parties and all other services available on the Site.

Subject to clause 4 below, instructions by you cannot be rescinded, withdrawn or amended by you without Advantis’ prior approval in writing.

2. Registration

You will need to register with Advantis if you wish to receive any of the online services available on the Site (the "Services"). On registration, you must provide Advantis with accurate and complete registration information and you must inform Advantis of any changes to that information (particularly your email address) by using the online service once you have logged into Advantis as soon as is practically possible.

3. Content

All intellectual property rights in all the materials contained in the Site, the software used in the Site, products available from the Site, any materials provided by Advantis to you and the data collected by the Site (the "Content") including but not limited to patents, copyright, database rights, trademarks, design rights and domain names belong to Advantis and you shall obtain no rights in the Content save as set out in the following sub-clause.

You may access and view the Content and may retrieve and display Content from the Site on a computer screen and/or print individual pages on paper and/or make a reasonable number of photocopies and/or store Content in electronic form on your computer's local hard-disc for your personal, internal use only. However, you may never use or download the letters which are found on the Site and you may not otherwise copy, distribute, sell, publish or commercially exploit any of the Content without our prior written permission.

4. Changes to content

Advantis may make changes to any part of the Site or the Content (including without limitation these Terms and Conditions or the Pricing Schedule) at any time. Where Advantis make changes to these Terms and Conditions or the Pricing Schedule, Advantis will notify you of any such changes by including reference to changes on the Site's Terms and Conditions page. By using the Site after the date of any change you are agreeing to those changes. If you do not agree to any of the changes you should not use the Site after the date of the changes that you do not accept and request us to cease providing the Services with effect from such date. In such circumstances you will remain liable for all fees due and disbursements and agents and other charges properly incurred by Advantis up until the date of such request, together with all fees and disbursements incurred after such date which Advantis could not reasonably be expected to have prevented. Ceasing to use the Site under this section does not constitute termination of the Terms and Conditions or release you from any continuing obligations under the Terms and Conditions.

5. Provision of services

Advantis will act on your behalf in accordance with the description of the Services requested by you either to attempt to recover debts and goods from third parties who owe money to you or to trace individuals or trading entities to their most recent known whereabouts.

In providing the Services, Advantis will use such lawful commercial means to recover such debts as it deems appropriate.

If you receive any information which has or may have any bearing on the debtor's ability to pay, you shall pass such information on to Advantis immediately together with any instruction for further action you wish Advantis to take.

Advantis reserves the right to vary the nature of, or to terminate the provision of, any Service or part thereof or to decline any instruction, with immediate effect and for whatever reason upon written notice to you. In such circumstances you will remain liable for all fees due and disbursements and agents and other charges properly incurred by us up until the date of such notice, together with all fees and disbursements incurred after such date which Advantis could not reasonably be expected to have prevented.

Time shall not be the essence in the undertaking by Advantis of any of the instructions received from you.

6. Instructions

All instructions from you must be input through the Site in the manner prescribed by the Site except that instructions concerning disputed debts subject to legal action may also be provided in letter or fax form. Instructions may, at the sole discretion of Advantis, be provided by telephone or verbally in person but no responsibility will be accepted by Advantis for faults, mistakes or misunderstandings arising from those instructions. All telephone or other verbal instructions must be confirmed by you in writing as soon as possible. You are solely responsible for the fullness and accuracy of all instructions.

As mentioned in clause 5, Advantis may decline any instruction for whatever reason. However, if Advantis is prepared to accept an instruction, Advantis may commence the Services without further confirmation to you.

7. Warranty of authority

You agree that any of your employees, agents or representatives who contact Advantis shall have authority to give instruction to Advantis unless otherwise expressly agreed in writing.

8. Warranties and limitation of liability

The Content is for general information only and is provided on an "as is" and an "as available" basis. Advantis makes no representations and gives no warranties as to the accuracy, availability, completeness, merchantability, quality or fitness for any particular purpose of the Content.

Advantis does not warrant that the Content or the Site is virus-free or that the operation of the Site will be uninterrupted or error free.

Advantis will use its reasonable endeavours to recover debts on your behalf or to trace the whereabouts of goneaways through the provision of the Services. Advantis does not under any circumstances guarantee recovery of the debts or guarantee to find goneaways, and whilst every effort will be made to verify the most recent address details located Advantis cannot guarantee that this is the actual current address of residence for the individual who has been traced.

For the absolute avoidance of doubt when submitting a trace case for action by Advantis you are expressly agreeing to and confirming that you have a lawful and legitimate reason for doing so and that you have no unlawful or malicious intent in mind or will use the new contact details provided for any unlawful or malicious purpose at all either now or at any time in the future. Advantis may refuse to conduct a trace or provide a trace result if it has any reason whatsoever to believe that an unlawful or malicious act may arise from the provision of a new address for the traced individual. In the event that an unlawful or malicious act should be perpetrated by you or anyone else as a consequence of the data provided to you by Advantis, Advantis accept no responsibility what so ever for any loss, damage or subsequent legal action taken

Except as expressly stated in these Terms and Conditions, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to warranties and conditions as to fitness for purpose and as to merchantable or satisfactory quality) are hereby excluded to the maximum extent permitted by law.

Upon the conclusion of any matter, Advantis reserves the right to destroy all records and documents, whether the property of you or not after a period of six months from closure of a file. Advantis will have no liability for any loss arising out of any such destruction. At any time before the expiry of this six month period Advantis will, upon receipt of a written request from you, return your documents at your risk and expense.

Advantis does not exclude or limit its liability to you in respect of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, death or personal injury resulting from negligence within the meaning of section 1(1) of the Unfair Contract Terms Act 1977 or any other liability which, by law, it cannot exclude or limit.

Subject to the foregoing sub-clause, Advantis will not be liable to you for the following loss or damage (including costs or expenses relating to or arising out of such loss or damage) whether arising from contract, tort (including negligence), breach of statutory duty, contribution or otherwise, and whether or not Advantis has been made aware of the possibility of such loss or damage:

· indirect or consequential loss;

· loss of revenue, business, profits, interest or anticipated savings;

· loss of goodwill or reputation;

· loss of or damage to records or data including, but not limited to, any costs of regenerating or restoring any lost or damaged records or data;

· penalties, fines or other sanctions imposed by any governmental or other regulatory body;

· third party claims for loss or damage or other compensation;

· any loss or damage relating to or arising out of incomplete or inaccurate instructions or your failure to comply with clause 11;

· any loss or damage relating to or arising out of any Content you download or otherwise obtain through the Site;

· any loss or damage to your computer or other computer systems that results from your downloading any of the Content or otherwise through your use of the Site;

· any loss or damage occasioned by use of the Client ID by any unauthorised persons; or

· any loss or damage arising due to any changes in foreign currency exchange rates.

In respect of loss or damage not covered by the two preceding sub-clauses, the aggregate liability of Advantis to you, whether in contract, tort (including negligence), breach of statutory duty, contribution or otherwise, in relation to any one instruction shall be subject to a limit of two times the amount paid by you to Advantis in respect of that one instruction at the date the cause of action arose.

9. Security

You will comply fully with all rules from time to time prescribed by Advantis, in relation to your use of the Site or the manner of the provision of the Services for the purposes of ensuring the security of the Content, the Services and the Site.

You acknowledge and agree that control of and the security of account numbers, identification codes and passwords used to access the Content, the Services and the Site (collectively the "Client ID") are your sole responsibility.

You further agree that:

(i) you will maintain appropriate technical and organisational security measures and procedures to prevent the accidental or unauthorised disclosure of the Client ID or the use of the Client ID by any unauthorised persons;

(ii) you will inform Advantis immediately on becoming aware of any unauthorised use and/or disclosure of the Client ID, or if any equipment used by you to access the Services is stolen;

(iii) you remain liable for any and all charges for Services incurred in connection with the Client ID irrespective of whether such charges are authorised by you; and

(iv) Advantis may invalidate or otherwise suspend use of the Client ID if (a) you are in breach of its obligations under these Terms and Conditions or (b) you are notified, or become aware, of any unauthorised or improper use of the Client ID by you or any third party, or of the fact that any equipment used to access the Site and the Services has been stolen.

10. General confidentiality

(a) Without prejudice to the other provisions of these Terms and Conditions (including in particular but without limitation clause 9 above) each of the parties hereto undertakes with the other that it shall, and it shall procure that its officers employees and agents shall, maintain in strictest confidence and not divulge or communicate to any third party any confidential information relating to the other.

(b) For the purposes of sub-clause (a) of this clause 10 the expression "confidential information" shall mean (as the context may require):

(i) any information concerning the other party's trade secrets customers or business dealings transactions or affairs which may come to the notice of the other party

(ii) any information and/or knowledge relating to the methods or techniques used by Advantis in designing and/or developing the software, the Site, the Content and/or the Services and/or information and any tapes documents or other materials comprising any part of such information and/or know how made available by Advantis hereunder.

(i) either party is required to divulge the same by a Court tribunal or governmental authority with competent jurisdiction

(ii) it has already come within the public domain other than by the default of the obliging party

(iii) it was already known to the obliging party prior to the date of disclosure by the other party (as evidence by written records)

(iv) it was independently obtained by the obliging party from a third party other than in breach of such third party's confidentiality obligation to the disclosing party

(v) it is necessary or desirable for Advantis to disclose it to Solicitors or other persons engaged by Advantis in providing the Services.

11. Co-operation and assistance

You shall, at your own cost, co-operate with Advantis to such extent and provide to Advantis such information and assistance as Advantis shall reasonably require to enable Advantis to perform its obligations in relation to the Services.

12. Charges

Advantis shall be entitled to deduct from your credit or debit card at the time of the instruction the fees for the Advantis Chase Service at the rates set out at the time of the instruction in the Pricing Schedule.

In the event that Advantis declines your instructions Advantis will refund any fees paid by you in advance in full only if it has taken no action on the instructions. Otherwise, Advantis will refund that amount which it believes is reasonable in the circumstances. With specific reference to tracing individuals or trading entities, should Advantis discover any reason that it should not provide you with new contact details after concluding a search as outlined in clause 8, Advantis reserves the right to charge you for the service provided.

Advantis' fees charges and other costs and expenses incurred on your behalf are quoted exclusive of VAT which shall be payable at the prevailing rate in accordance with legislation from time to time in force.

Advantis shall be entitled to increase the fees set out in the Pricing Schedule in accordance with clause 4.

Where any amounts are owing to Advantis, Advantis shall be entitled at any time to deduct any such amounts from any sums received on behalf of you by Advantis or its agents, whether those amounts owing relate to the sums received or otherwise and whichever debt of you they are received against. Any remaining balance will be dispatched to you in accordance with clause 14 together with a statement showing the total amount received by Advantis and giving full details of all deductions.

All fees are payable on demand regardless of the outcome of the matter.

All amounts invoiced by Advantis to you shall be paid on receipt of Advantis' invoice. If payment is not received within 7 days, Advantis shall be entitled to charge interest on all overdue invoices from the due date at a rate of 4% per annum above Royal Bank of Scotland’s 'Base Rate' from time to time in force until payment is made.

In the event that it becomes necessary to commence legal proceedings for the recovery of any amounts due to Advantis, without prejudice to Advantis' right to recover from you any costs it incurs, a further administration fee of £75.00 plus VAT will become immediately due and payable from the Client to Advantis.

In the event that, at any time following payment made to Advantis by the Client’s debtors in respect of debts following instructions from the Client, the debtor should claw back any part or all of that payment, the Client will be liable for the value that the debtor has clawed back, and Advantis may seek to recover the same sum from the Client plus any disbursements, fees or expenses incurred at the time of the original payment made by the debtor.

In the event that you should dispute the validity of the contact details provided for a traced individual Advantis will conduct a second search. Should the second search result in a variation to the result, Advantis will provide whatever new information it can to you at no charge. Should the second search result in the same result as the first search you will be charged for the second search in full.

13. Bank charges

Any bank charges levied against Advantis in respect of Advantis' client bank account and referable to an instruction from you shall be the responsibility of you and will be properly recoverable from you by Advantis in accordance with clause 12.

14. Transfer of monies recovered

Any sum paid to Advantis and which is due to you will, subject to clauses 12 and 13, normally be paid to you between 7 and 14 days from cleared funds or cash having been received or being deemed to have been received by Advantis. It may be longer in some circumstances. Normally, fourteen days will be allowed from the banking of a cheque before cleared funds are deemed to be held by Advantis.

15. Engagement of third parties

Advantis may, where you request Legal Services, instruct solicitors on behalf of you. Advantis will liase with the solicitors on your behalf. You may be required to provide a letter authorising the solicitor to represent you.

Where you request a pre-legal assessment Advantis will provide you with its opinion as to whether it would proceed with the proposed legal action. For the avoidance of doubt, Advantis are not solicitors and do not provide legal advice.

Advantis may, where you request Trace Services, engage a tracing service or other third party to carry out specific tasks on your behalf.

16. Lien

Upon the failure by you to pay fees when due, Advantis shall be entitled to with-hold all documents, papers and correspondence it holds in connection with your business pending the payment by you of all sums due.

17. Statutory compliance and data protection

Both parties hereto undertake to each other that in respect of their obligations under these Terms and Conditions they will at all times comply fully with all relevant legislation including without limitation the Consumer Credit Act 1974 and the Data Protection Act 1998 and all re-enactments thereof and amendments thereto.

Any personal data that is provided by you will be held and processed by Advantis for the purpose of providing the Services to you, and Advantis may use this data for its internal administrative purposes, collating statistics on performance of the Services, contacting you in relation to other services Advantis offers, and any other related matters. As part of this process Advantis may disclose this data to its agents and sub-contractors but Advantis will not disclose it to any other third parties.

Without prejudice to the foregoing, you will ensure that the provision by you to Advantis of personal data about debtors or any other persons and Advantis' use of such data in carrying out the Services shall not result in Advantis infringing the Data Protection Act 1998. You shall indemnify Advantis against all claims, demands, actions, costs and other expenses incurred by us in connection with any claim by any third party that such provision or use does infringe the Data Protection Act 1998.

18. Force majeure

(a) In the event of either party being rendered unable wholly or in part by force majeure to carry out its obligations under these Terms and Conditions it is agreed that on that party giving notice of such force majeure to the other party with reasonable promptness the obligations of the party giving such notice so far as they are affected by such force majeure shall be suspended during the continuance of the same it being agreed that each party shall use all reasonable endeavours to remove or avoid such force majeure with all reasonable despatch.

(b) The term "force majeure" as used herein shall mean acts of God strikes lockouts or other industrial disturbances, acts of public enemy, wars, blockades, insurrections, riots, epidemics, landslides, earthquakes, fire, storm, civil disturbances, terrorism, governmental or quasi-governmental regulations and directions any failure of hardware and/or software and/or telecommunications services or equipment which is used by Advantis to provide the services which is due to the default of a third party and any other cause not within the reasonable control of the party claiming suspension all of which by the exercise of due diligence such party is unable to prevent

19. Waiver

No failure by either party to exercise any right or remedy available to it hereunder nor any delay to exercise such right or remedy shall operate as a waiver thereof nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

20. Entire agreement

These Terms and Conditions (including the Pricing Schedule) constitute the entire understanding between the parties relating to the subject matter of these Terms and Conditions and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations, understandings, advertising literature or correspondence with respect hereto, except in respect of any fraudulent misrepresentation made by a party. Except in respect of any fraudulent misrepresentation made by a party, the parties acknowledge that they have not relied on any representations, writings, negotiations or understandings, whether express or implied, (other than as set out in these Terms and Conditions) in entering into these Terms and Conditions. Neither party limits or excludes its liability in respect of fraudulent misrepresentation.

21. Severance

These Terms and Conditions are severable in that if any provision of these Terms and Conditions is determined to be illegal or unenforceable by any Court of competent jurisdiction it shall be deleted to that extent and no further without affecting the remaining provision of these Terms and Conditions.

22. Headings

The headings used for these Terms and Conditions are for convenience only and shall not affect the construction of these Terms and Conditions.

23. Law

These Terms and Conditions shall be governed, construed and enforced in accordance with English Law and shall be subject to the exclusive jurisdiction of the English courts to which the parties hereby irrevocably submit.