1. Definitions

The term 'the Company' or 'supplier' or 'us' or 'we' refers to, 24 I.S. Ltd, whose registered office is 1 Rushcliffe Drive, Meir Park, Stoke-on-Trent, Staffordshire, ST3 7UQ and whose trading address First Floor Offices, China Gardens, Marina Way, Festival Park, Stoke on Trent, ST1 5PA. Our company registration number is 07677846. The term 'client' or 'you' or 'your' or 'user' refers to any entity which enters into a contractual agreement with the Company. The term 'Services' refers to the Schedule agreed with the client and is supplemented by those terms in section 2.

2. Services

The Services shall be provided in accordance with the Schedule.

The Company will use reasonable endeavours to adhere to any dates proposed by either the Company or the User for the provision of Services, however any such date is to be treated as an estimate only and the Company accepts no liability for failure to meet such dates.

The Company shall use reasonable skill and care in the delivery of the service and the provision of data or other content, however it is not practicable to provide such Services free of faults and the Company does not undertake to do so. In the event of a fault in Services, the User must report the fault to the company in accordance with the SLA. The Company shall not, in any event, be liable for interruptions of Services or downtime of a Server.

In respect of use of the Company's Services and/or the website and/or the data the client expressly agrees that use of the Services and the website and the data is at client's risk. However, we shall use reasonable endeavours to update the data in accordance with the agreed Schedule.

The client acknowledges that data is not kept continuously up to date, but instead updated at periods as defined in the Schedule. It is the client's responsibility to verify all presented data, or content from independent sources. The Company cannot guarantee the accuracy of any data or other content provided by the service.

The Company may:

• temporarily suspend for the purpose of repair, maintenance or improvement, part or all of the Company's Services, generally without notice
• give or update instructions regarding the use of the Service which in the Company's reasonable opinion is necessary in the interests of safety, or to maintain or improve the quality of Services to the User and any such instructions shall whilst they are in force, be deemed to form part of this agreement
• vary the technical specification of Service for operational reasons.

The Company undertakes to use reasonable endeavours to restore Services as soon as practicable after any such suspension.

Where the Company uses any third-party services, the Company cannot be held responsible for those third-party service commitments, quality or availability.

The client acknowledges that data is presented based upon the current service definition and subject to any technical limitations, see the appropriate description at www.24ispriceintelligence.co.uk for more details.

Technical errors affecting our website(s) and the availability of our Services and access to data may happen but, in respect of paid for Services only, we will use reasonable endeavours to keep these to a minimum.

The Company does not guarantee that the service or the website will be able to read data from specific third party websites; and does not accept liability for any errors or omissions. However, we will use reasonable endeavours to devise algorithms to read data from third party websites as soon as practicable after being notified of them in writing of any failures or issues.

The Company assumes no responsibility for the content or services of any third party websites or services whether or not the Company has links to or from them.

The client agrees to be solely responsible for maintaining the confidentiality of the client's account details and passwords and be held solely responsible for any unauthorized usage. The client agrees to immediately notify the Company of any unauthorized use of client's account of which the client becomes aware.

The client agrees it will comply with all applicable laws and regulations in connection with client's use of the Services, including, but not limited to personally identifiable information sent or received by client, and all applicable privacy laws and regulations. It is the sole responsibility of client to ensure it has the right to use all features of the Services in client's jurisdiction.

The Company may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Services without any liability to the User.

The Company may at any time without notifying the User make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.

The Company may, at its sole discretion, and from time to time; (a) discontinue the Services or modify the features of the Services without prior notice; and (b) make available additional features and/or functionalities to the service which may be added to a service at the request of the client.

If the client elects to change the service or add features, they may do so by contacting us or signing up online (if available).

The Company may, at its sole discretion, make available to the client a 'beta' and/or 'free' version of any of the services (the 'beta services') for purposes of evaluation and feedback. The client acknowledges that the beta services the client is evaluating may contain bugs, errors and other problems and is provided to the client 'as is' and "as available" and "with all faults" basis and without warranties or representations of any kind either express or implied. The Company disclaims any warranty or liability obligations to the client of any kind with respect to the beta services. The client further acknowledges the importance of communication between the Company and the client during the client's use of the beta services and hereby agrees to receive related correspondence and updates from us. In the event that the client requests to opt-out from such communications, the client's participation in the beta services will also be cancelled. The client also hereby acknowledges that the Company has not made any representations, promises or guarantees that the beta services will ever be announced or launched or made available to anyone in the future and that we have no express or implied obligation to the client to announce or introduce the beta services. During the Company’s beta program, the client will be asked to provide feedback regarding client's use of the beta services. The client agrees that the beta service is free to use and incorporate into the Company's products and services any suggestions, ideas, recommendations, bug reports, or other feedback (including, but not limited to, feedback on any beta services) that client provides to us without payment of compensation to the client. The Company may suspend or terminate access to beta services (and delete any content or data provided to us with respect to such beta services) at any time, without notice and without any liability to client.

You may not access the Services if you are a direct competitor of the Company, except with the Company's prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Any action of this kind is likely to result in serious harm to the Company for which you agree that we will be entitled to immediate injunctive relief together with other legal and equitable remedies.

You shall not (i) license, sublicense, sell, resell, transfer, assign or distribute the Services in any way other than as permitted in writing by the Company; (ii) modify or make derivative works based upon the Services; (iii) create Internet "links" to the Services or "frame" or "mirror" any content of the Website or the Services on any other server or wireless or Internet-based device; or (iv) modify, reverse engineer, decompile, disassemble or access any computer code relating to the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.

3. Rights in Input Material and Output Material

The property and any copyright or other intellectual property rights in:

• any Input Material shall belong to the User
• any Output Material shall, unless otherwise agreed in writing between the User and the Company, belong to the Company, subject only to the right of the User to use the Output Material for the purposes of utilising the specified Services.
• any Input Material or other information provided by the User which is so designated by the User and any Output Material shall so far as practical be kept confidential by the Company, and all Output Material or other information provided by the Company which is so designated by the Company shall be kept confidential by the User; but the foregoing shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

The User shall at their own expense supply the Company with all necessary documents or other materials, and all necessary data or other information relating to the specified Services, within sufficient time to enable the Company to provide the specified Services in accordance with the Agreement. The User shall ensure the accuracy of all Input Material.

The User shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage, however caused.

4. Liability

The User shall indemnify the Company and keep the Company indemnified and hold the Company harmless from and against any breach by the User of these terms and conditions of business and any claim brought against the Company by a third party resulting from the provision of Services by the Company to the User and the User's use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by the Company in consequences of the User's breach or non-observance of this Agreement;

The User acknowledges that the Company has no control over the information transmitted via the Service and that the Company does not examine the use to which the User puts the service or the nature of the information the User sends or receives. The Company hereby excludes all liability of any kind for the transmission or reception of information of whatever nature;

In any event no claim shall be brought unless the User has notified the Company of the claim within one year of it arising.

The Company shall not be liable to the User by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms and conditions of the Agreement, for any indirect special, or consequential loss of damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services or their use or resale by the User. The Company's total aggregate liability to the User for any claim in Contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by the User in respect of the Service fees in the previous twelve (12) months preceding the event or circumstances giving rise to such claims even if any remedies fail of their essential purpose which are the subject of any such claim. This limitation is cumulative and not per incident (i.e., the existence of two or more claims will not enlarge this limit).

The Company warrants to the User that the Services as defined in Section 2 will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Agreement and any Schedule and at the intervals and within the times referred to.

The Company shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company's reasonable control.

Under no circumstances will the Company be liable to the client for any loss or damages: (a) arising from any data, or content related errors or omissions; or (b) incurred as a result of the use of, access to, or denial of access to any data, or content.

The Company makes no guarantee regarding the extraction, importation, publishing, storage, or delivery timeliness of data defined within the scope of a subscription.

The Company makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services or any content. The Company does not represent or warrant that a) the use of the Services will be secure, timely, uninterrupted, or error-free or operate in combination with any other hardware, software, system or data, b) the Services will meet your requirements or expectations, c) any stored date will be accurate or reliable, d) the quality of any products, services, information, or other material purchases or obtained by you through the Services will meet your requirements or expectations e) errors or defects will be corrected, or (f) the Services or the server(s) that make the Services available are fee of viruses or other harmful components. The Services and all content is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by the Company

The Company's Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.

5. Force Majeure

The Company shall not be liable to the User or deemed to be in breach of the Agreement by reason of any delay in performing or any failure to perform any of the Company's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company' reasonable control. Without prejudice to the generality of the foregoing the following, shall be regarded as causes beyond the Company's reasonable control:

Act of God, explosion, flood, tempest, fire or accident, War or threat of war, sabotage, insurrection, civil disturbance, Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any government parliamentary or local authority, strikes, lockouts or other industrial action or trade disputes (whether involving employees of the Company or any third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.

6. Price and Payment

The fee for the supply of Services shall be as stated in the Schedule.

All charges payable by the User for the Services shall be in accordance with the Schedule. Fees shall always be paid without offsets, reductions or withholdings whatsoever.

In the case where we are unable to continue to obtain data from the target site, then we will only bill up to the point where we were able to deliver data.

The Company reserves the right to increase the price of Services at any time to reflect any increase in the costs to the Company due to any factor beyond the control of the Company (including though not limited to any increase in the costs of labour, materials or other costs or increases in price by those who supply the Company with Services) or due to any change in delivery date or any delay caused by any instruction of the User or the failure of the User to give the Company adequate information or instruction.

Unless specifically varied in writing by the Company, the following payment terms shall apply:

All fees quoted are exclusive of VAT (if applicable) and to the extent that VAT is chargeable in respect of any Services supplied by the Company, VAT at the rate in force at the time of supply should be added to payments otherwise due.

Without prejudice to the Company's other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, the Company shall be entitled forthwith to:

7. Default

Either party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other if the other commits any breach of these terms and conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the User goes into liquidation, becomes bankrupt or insolvent, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

Bankruptcy or insolvency proceeding means bankruptcy proceedings or in Scotland sequestration proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress, diligence or seizure: or if the User is a company, being the subject of proceedings for the appointment of an administrator, going into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction) or having a receiver or administrative receiver of any assets appointed.

The User continues to be liable to pay all charges, which are due for Services during any period in which you do not comply with this Agreement.

On termination of this Agreement or suspension of the Services we shall be entitled immediately to suspend access to the Server and to remove all data located on it. The Company shall be entitled to delete all such data but may, at our discretion, hold such data for such period as the Company may decide to allow the User to collect it at their expense, subject to payment in full of any amounts withstanding and payable to the Company.

If the Company waives a breach of Agreement by the User, that waiver is limited to the particular breach. Any delay by the Company in acting upon a breach is not to be regarded in itself as a waiver.

Either party on giving at least 30 day’s notice to the other may terminate this Agreement. If the Company gives notice the User shall pay all charges up to the expiry of the notice. If the User gives notice, the User shall pay all charges until 30 days after the date the Company receives the notice or until expiry of the notice, whichever is the latter. The User's notice does not avoid any other liability for Services already provided. Monthly recurring Services require cancellation by the User and the Company reserves the right to charge annually for the provision of these Services unless the Company has received from the User written instruction to terminate these Services.

8. General

A. headings in these terms and conditions are for convenience only and will not affect their meaning.

Any Schedule shall form part of the Agreement. The Agreement shall in all respects be construed and operated in accordance with UK Law and all parties agree to submit to the jurisdiction of a South African court with appropriate jurisdiction irrespective of the amount in dispute.

The Company may from time to time change, alter, adapt, add or remove portions of these terms and conditions, but if we do so, we will post any changes in the ‘your account’ section of the website.

Failure by the Company to enforce any of these terms and conditions will not affect our right to enforce the rest of these terms and conditions.

The waiver of any one breach, default or right granted under this agreement will not constitute the waiver of any subsequent breach, default or right granted.

Any provision of this agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this agreement will continue in full force and effect.

If any provision of these terms and conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provision in question will not be affected.

This agreement (and any contract) (and all non-contractual relationships between the parties) shall be governed by and construed in accordance with UK law and both parties hereby submit to the exclusive jurisdiction of the court within the United Kingdom.

This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. The terms of this agreement shall apply, regardless of any additional or conflicting terms on any purchase order, acknowledgement, quotation, prior understanding or other correspondence or documentation.

Any notice required or permitted to be given by either party to the other under these conditions shall be in writing by: post or email but must be addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. If sent by email it shall, unless the contrary is proved, be deemed to be received on the day it was sent provided that it was sent prior to 5 p.m. or if sent by post shall be deemed to be served one day following the date of posting.

As a service provider, in the event that you have a dispute with a targeted data source (scraping target) in relation to the use (or misuse) of any of the Services, you release the Website (and the Company. and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

The Company may immediately suspend your use of the Services if it is contacted by your chosen data extraction source, website, target or repository and asked to cease all extraction activity.

The Company strictly prohibits using any of our Services or products: (i) to generate fraudulent impressions of or fraudulent clicks on your ad(s) or third-party ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) to extract data that are illegal in any state or country where you reside; (iii) to engage in any other illegal or fraudulent business practice under the laws of any state or country where you reside; (iv) to extract data from adult or pornographic websites, gambling or casino-related websites, hate- related websites, websites that promote violence, or drug-related websites; or (v) engage in any action or practice that reflects poorly on the Company or otherwise disparages or devalues the Company's reputation or goodwill. Violation of these policies may result in immediate termination of your use of the Services and the Website without notice.

The Company retain ownership of all proprietary rights in the Services and sites and in all trade names, trademarks, service marks, logos, and domain names ('24 I.S. marks’) associated or displayed with the Services. The client may not frame or utilize framing techniques to enclose any 24 I.S. marks, or other proprietary information (including images, text, page layout, or form) of the Company without our express written consent. The client may not use any meta tags or any other 'hidden text' utilizing 24 I.S. marks without the Company's express written consent. Client shall retain ownership of all proprietary rights, copyright and any other rights it already holds in any client trade names, trademarks, service marks, logos, and domain names.

9. Term and Termination

i. Agreement will commence on the date the client accepts this agreement. The client may terminate this agreement by providing ninety days prior notice to the Company. Such termination will be effective on the last day of the then-current term, subject to ninety days prior notice. The Company may terminate this agreement and/or client's account immediately without notice.

The minimum commitment for any new service is six months. Following or during this initial period, you may cancel your subscription at any time by giving three month's notice in writing but shall remain liable and be immediately charged for your use of the Services up to the date of cancellation. Un-cancelled accounts will not receive a refund for lack of use. It's your responsibility to cancel your account if you do not want to be charged. No refunds will be given for un-used accounts. We may at any time terminate your use of the Services or cancel any subscription(s) or your use of any subscription. Except as set forth above or unless the Company has previously cancelled or terminated your use of the Services (in which case subsequent notice by the Company shall not be required), the Company will notify you via email of any such termination or cancellation, which shall be effective immediately. Upon cancellation of any subscription or termination or expiration of this Agreement for any reason, (i) you shall remain liable for any amount due for subscriptions already delivered through the date such cancellation or termination takes effect, and all of these Terms shall survive expiration or termination.

10. Intellectual Property

Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Company's Technology and the Services in addition to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the Company’s Technology or the Intellectual Property Rights owned by the Company, except as expressly set forth herein. The 24 I.S. name, the 24 I.S. logo, and the product names associated with the Services are trademarks of 24 I.S. or third parties, and no right or license is granted to use them.

11. Data Protection & Confidentiality

We are registered under the Data Protection Act 1998 and as such, any information concerning the client and their respective client records are confidential and will not be divulged to third parties, other than and named and agreed suppliers, and if legally required to do so to the appropriate authorities. Clients have the right to request sight of, and copies

The Company does not own any data, information or material that you submit to the Services in the course of using the Services ("Customer Data") and may not use or disclose Customer Data other than (a) to comply with law or comply with legal process, (b) to protect and defend the Company's rights or the rights of the Company's Customers and third parties, or (c) to avoid liability or the liability of the Company's Customers or third parties. The Company may gather and use any information describing the habits, usage patterns or demographics relating to any Customer Data. You, not the Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and the Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

i. the term of your use of the Services and for a period of two (2) years following the termination or expiration of your subscription, each party agrees not to disclose Confidential Information of the other party to any third party without prior written consent except as provided herein. "Confidential Information" includes (i) subscriptions, including their definition and content, (ii) except as provided in subsection (i) above, any other Services information or access to technology prior to public disclosure provided by the Company to you and identified at the time of disclosure in writing as "Confidential." Confidential Information does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority

Use of the sites and the Services constitutes consent by the client to our collection and use of such information. Use of the Company's sites and Services is also subject to our privacy statement located at the http:// http://www.24ispriceintelligence.co.uk/Home/PrivacyPolicy. The foregoing notwithstanding, the Company or its agent may contact the client via e-mail or otherwise with information relevant to client's use of the Services and payment obligations, if any, regardless of whether the client has opted out of receiving such notices. The Client also agrees to have client's name and/or email address listed in the header of certain communications the client initiates through the Services.

The client may be required to provide information in order to register for and/or use the Services. The client warrants that all such information is accurate.