This document sets out the terms and conditions upon which Datamonitor PLC provides premium business information services. These terms shall apply to any order that you place with us and that we have accepted in accordance with these terms.

"We", "us" or "our" refers to Datamonitor PLC. "You" or "your" refers to the person who (or on whose behalf) an Order is placed as specified therein.

Other defined terms used in this document are as follows:

• "Authorised Users" are the persons entitled to use a Service (as described in an Order and as further determined in accordance with these Terms);
• "Charges" are those fees and charges payable by you to us under these Terms;
• "Intellectual Property Rights" are copyrights, patents, utility models, trade marks, service marks, design rights (whether registered or unregistered), database rights, semiconductor topography rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated to any such rights;
• "Materials" are materials that we provide to you as part of a Service (including information, software, data and reports);
• "Orders" are order documents placed by you and accepted by us in accordance with these Terms;
• "Services" are the premium business information services described in an Order;
• "Subscription Credits"are credits purchased by you as part of our advance subscription payment scheme under these Terms;
• "Terms"are these terms and conditions set out in this document together with the provisions of any Order that you place.

1. These Terms shall be effective from the date on which an Order is accepted by us and shall only terminate as specifically mentioned in these Terms.

2. We shall provide Services to you and shall use all reasonable endeavours to ensure that Services are provided in accordance with any timescales, delivery requirements and other specifications described in an Order.

3. An Order shall only be valid when signed by both parties, or (when placed electronically) upon receipt by you of our confirmed acceptance. You may not cancel or amend an Order unless we have given our express written consent.

4. We may assume that any person who reasonably holds themselves out as being your authorised representative, shall be entitled to place an Order, or use a Subscription Credit, on your behalf.

5. You acknowledge that legal and beneficial interest in Intellectual Property Rights relating to and/or developed by us in connection with a Service belong to us or our licensors. This includes all Intellectual Property Rights in any Material.

6. We grant you a non-exclusive, non-transferable licence to use the Intellectual Property Rights referred to above for the duration of these Terms for the sole purpose of receiving relevant Service. This licence is subject to the following restrictions:

• you may only use the Intellectual Property Rights for your own internal business purposes at the site(s) and / or countries specified in the relevant Order; and
• you may not, without our prior written consent, make available, copy, reproduce, retransmit, disseminate, sell, licence, distribute, publish, broadcast or otherwise circulate Material that we make available to you to any person (including your employees, agents and contractors) unless they are an Authorised User, carrying out responsibilities to you.

7. You may include limited extracts of Material in communications to your customers and employees in the normal course of your business, provided that such communication (whether in written or electronic form) includes a copyright notice attributing us as the source. You may also store Material on an electronic storage device provided that adequate security measures are in place to protect the Material from disclosure to personnel who are not Authorised Users.

8. You acknowledge that the type of licence referred to in an Order will determine the relevant Authorised Users as follows:

In the context of this provision "personnel" means individuals who are employees of you.

9. You shall ensure that Material is only made available to and accessed by Authorised Users in accordance with these Terms. You agree to cooperate with us if we wish to monitor your compliance with this requirement (such cooperation to include providing us with access to premises to inspect the way in which Material is used by personnel) ("Audit"). If an Audit reveals that Material is used by personnel who are not Authorised Users you agree to promptly reimburse us for any underpaid license fees (at the then current list price) together with any costs incurred by us in carrying out the Audit. In addition, you acknowledge that in such circumstance we reserve the right, at our discretion, to terminate these Terms.

10. You shall pay to us the fees and charges described in an Order.

11. If you do not settle any payment within thirty (30) days of the invoice date interest will accrue at a rate of one and a half (1.5%) percent per month, or the highest rate allowed by the applicable law, whichever is the lower.

12. If you do not make any payment when due, we may in addition, write to you to:

• (a) modify the payment terms to require you to make full payment in advance;
• (b) suspend a Service; or
• (c) require you to provide such other assurances as we may require in order to secure your payment obligations.

13. Charges are exclusive of all current and future taxes and fees, all of which you will be responsible for and will pay in full (except for taxes based on our net income).

14. If we become entitled to terminate these Terms, any sums then due to us will immediately become payable by you in full.

15. The following provisions apply when you purchase Subscription Credits from us.

16. You may redeem Subscription Credits against the Charges that apply to a Service. Subscription Credits are only valid for 12 months from the date on which you place an Order to purchase them and shall expire if not redeemed within this period. You will not be entitled to a refund of unused or expired Subscription Credits.

17. We will provide you with a statement each month setting out the amount of Subscription Credits that you have held and used within that month.

18. We warrant that we will provide the Services (and any Material provided as part of a Service) to you with reasonable skill and care. We do not warrant that the Services or any Material provided as part of a Service will meet your present or future needs or requirements or that it will be complete, error free, complete or wholly accurate or that it will be delivered without interruption, fault or error.

19. You assume sole responsibility for the use, selection and suitability of the Services for your needs and objectives and acknowledge that except as above we do not provide any additional warranties or guarantees relating to the Services or any Material provided as part of a Service.

20. You warrant that you shall comply with all applicable laws and regulations and shall not knowingly use the Services for any improper or unlawful purposes (including infringing any Intellectual Property Rights).

21. We shall indemnify you in full for any infringement or threatened infringement of any of our Intellectual Property Rights (or those of our licensors) which we have licensed or made available to you under these Terms ("IPR") or for any claim as to the validity of the IPR by any third party, provided that you shall at all times indemnify us in full in respect of any infringement of any IPR arising as a result of your use of such IPR outside the terms of these Terms. This indemnity shall be limited to infringement claims and actions arising within USA, Canada, the European Economic Area, Hong Kong, Singapore, Japan, Australia and New Zealand.

22. You agree to allow us (or our licensors) to have control of any proceedings arising as a result of any infringement, threatened infringement or claim relating to the IPR and you agree that you will make no admission as to liability and that you will not agree to any settlement or compromise of any action without our consent (or that of our licensor) (as the case may be).

23. You agree that you will, at our request and at our cost, lend your name to and offer such other assistance as we may reasonably request in relation to any proceedings to protect our rights and interests, including our Intellectual Property Rights, in the IPR. Any recovery obtained from such proceedings shall accrue solely for our benefit although we will reimburse to you any costs reasonably incurred by you in assisting with such proceedings.

24. If an infringement, threatened infringement or claim occurs in relation to a Service, or if we consider that such a claim is likely to occur we shall have the right at our sole discretion to either:

• (a) procure for you the right or licence to use the Service free of the infringement claim; or
• (b) replace or modify the Service to make it non-infringing; or
• (c) terminate that part of the Service which relates to the infringement (or potential infringement) and return any Charges paid by you for that part of the Service in full and final settlement of any claims in respect thereof; or
• (d) if none of these options is reasonably practicable, terminate these Terms and return any Charges paid by you for the affected Service in full and final settlement.

25. The following provisions shall apply where you make use of our website as part of the Services.

26. We shall provide you with a password in respect of each Authorised User who is entitled to access the website (or to all Authorised Users if you have requested and we have agreed to issue a corporate password). You acknowledge that each password is unique and you agree to put in place appropriate technical and administrative controls to ensure the safekeeping of passwords and ensure that use is strictly limited to the relevant Authorised User (whether we have issued passwords on an individual or a corporate basis). You shall immediately notify us upon becoming aware of any unauthorised use of a password. You shall ensure that Authorised Users do not download more than one copy of the Material to which they are entitled from the website and that they do not copy the Material or make it available to any third party.

27. We shall be entitled to assume that any acts or dealings made through the website where a valid password has been entered are made by the Authorised User to whom that password has been allocated and that such dealings are made on behalf of you. You shall remain responsible in respect of all such acts and dealings.

28. You acknowledge that from time to time we may will need to carry out maintenance of the website, and that it may be necessary for access to some or all of the website to be temporarily suspended. We shall use reasonable endeavours to ensure maintenance is carried out with as little disruption as reasonably practicable to the ability of browsers to access the website. We shall, in any event, be entitled to suspend, restrict or terminate access to the website or to modify any part of the website for any reason at any time.

29. You agree not to use the Services made available to you on or via our website such that you cause the whole or part of the website or such Services to be interrupted, damaged, rendered less efficient or in any way impaired.

30. You agree that you will only use the website in a manner which is consistent with these Terms and in such a way as to ensure compliance with applicable laws and regulations. In particular you will not use the website to transmit, post or download any material which is defamatory, offensive or of an obscene or menacing character or which in our judgment may cause annoyance, inconvenience or anxiety to any person. We reserve the right to remove any information that you transmit, post or download at our sole discretion without notifying you.

31. You shall be responsible for making all arrangements that will allow you to access the website (including obtaining the equipment and paying for telephony and other charges which are necessary for you to access the website).

32. You acknowledge that when an Authorised User accesses the website we will collect personal data regarding the way in which they use the site (eg through the use of Cookies). This information will be used by us to customise the website to compound management/information statistics and for billing purposes. We may make this information available to other members of our group who may be outside Europe. You agree that we may do this and that you will be responsible for notifying and obtaining relevant consents from Authorised Users for us to do this prior to giving them a password. Further details of our privacy policy are available on the website and shall form part of these Terms. General

33. You will comply with all reasonable instructions issued by us from time to time relating to use of the website (including any additional terms and conditions posted on the website).

34. You shall ensure that your employees, agents and contractors comply with your obligations under these provisions. You agree to indemnify us against all liabilities, claims and expenses (including legal expenses) that may arise from any breach of your obligations in this section.

35. If you breach or permit a breach of the terms of the licence granted to you in these Terms we may give you written notice to terminate this Agreement. You acknowledge that such a breach may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach.

36. Without prejudice to the other rights of termination expressed in these Terms, either party may terminate these Terms by written notice to the other if:

• (a) a voluntary agreement is approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the other's assets or an undertaking or a resolution or petition to wind up the other is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order or if the other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
• (b) the other party fails to perform any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach within 30 days of receipt of notice so to do, which it does not remedy within 30 days after receiving written notice of the breach.

37. Immediately following termination you shall cease using any password provided in relation to website and, if we so require, delete from all computer hardware and storage media and otherwise destroy copies of all Material that we have made available to you. You shall warrant that you have done these acts within 30 days of termination. You shall also pay to us any Charges that are outstanding.

38. Termination shall not affect any of the Terms expressed to survive or operate in the event of the termination and shall not prejudice the rights of either party in respect of any breach or in respect of any monies payable for any period prior to termination.

39. Neither party shall, except as required to perform our respective rights and obligations, use, copy, adapt, alter, disclose or part with possession of any information or data of the other which is disclosed or otherwise comes into our possession directly or indirectly as a result of these Terms and which is of a confidential nature ("Information"), whether marked confidential or not. This obligation shall not apply to Information:

• (a) which the receiving party can prove was in its possession at the date it was received or obtained; or
• (b) which the receiving party obtains from some other person with good legal title thereto; or
• (c) which comes into the public domain otherwise than through the default or negligence of the receiving party; or
• (d) which is independently developed by or for the receiving party.

40. You acknowledge that the provision of the Services may involve the disclosure to you of processes, operations and set-ups that contain proprietary and confidential information ("Trade Secrets"). You agree that, unless expressly permitted in writing by us, you will not use such Trade Secrets for your own purposes or provide or otherwise disclose or make any such Trade Secrets available for any reason to any other person, firm, company or organisation.

41. You shall ensure that your employees and authorised sub-contractors who have, or may have, access to the Information are bound by an undertaking in substantially the same terms

42. These obligations of confidentiality shall continue after termination of these Terms.

43. Neither party may publicise these Terms or the existence of this relationship or make any statement about the Services to any third party without the prior written consent of the other party. Limitation of liability

44. Nothing in these Terms shall exclude or restrict liability for death or personal injury.

45. Neither party shall be liable to the other for any indirect or consequential loss (including loss of actual or anticipated profits, business, revenue, goodwill, anticipated savings or data) whether arising from negligence, breach of contract or otherwise.

46. Except as set out above, our liability in contract, tort or otherwise arising out of or in connection with these Terms shall in respect of any one or more incidents not exceed the total Charges received by us in the 12 months preceding the date on which the incident occurs.

47. The provisions of this section shall continue after the termination of these Terms.

48. You may not assign any of your rights under these Terms without our prior written consent. We will not unreasonably withhold such consent. We may assign any of our rights under these Terms to any of our subsidiary or affiliated companies, or as part of a merger, reorganisation or sale of our business or our assets.

49. Any notice, invoice or other document under these Terms shall be duly given if left at, or sent by post, or facsimile transmission (confirmed by letter sent by post) to the other party's registered office or any other address agreed between the parties. Notices in respect of termination or breach shall be sent by recorded delivery.

50. We shall not be liable for any delay or failure to perform any obligation under this agreement insofar as the performance of such obligations is prevented by an event or by matters beyond our reasonable control (including but not limited to, failure of performance by a third party, earthquake, labour disputes, riots, government or relevant regulatory requirements, failure of computer equipment, failures or delays of sources from which information or data is obtained).

51. These Terms may only be modified if the modificationis in writing and signed by a duly authorised representative of each party.

52. These Terms constitute the entire understanding between the parties relating to the subject matter hereof and supersedes any and all previous agreements, arrangements, statements and understandings whether oral or written relating to the subject matter, except for any fraud or fraudulent representation by either party. For the avoidance of doubt, in the event of inconsistency between these terms and conditions and the provisions in an Order, the Order shall take precedence.

53. The failure to enforce, at any time, the provisions of these Terms or to require, at any time, performance by the other parties of any of the provisions of these Terms shall in no way be construed to be a waiver of such provisions or to affect either the validity of these Terms (or any part), or the right of any of the parties thereafter to enforce such provision in accordance with these Terms.

54. If any provision of these Terms is held to be invalid or unenforceable by any judgment of a tribunal of competent jurisdiction, the remainder of the terms and conditions shall not be affected by such judgment and these Terms shall be carried out as nearly as possible according to its original terms and intent. 55. These Terms do not confer any rights to any third party (including Authorised Users)

55. These Terms and the relationship of the parties in connection with the subject matter of this agreement shall be governed by and determined in accordance with the laws of England.

56. In the event of a dispute over its interpretation or execution, the courts of England and Wales (the "Court") shall have exclusive jurisdiction and you hereby irrevocably agree to submit to the jurisdiction of the Court.

1. The Data Protection Act 1998 regulates the processing of information relating to you and grants you various rights in relation to your personal data, one of these rights is that an organisation tells you how it will use this personal data.

2. Datamonitor plc ("Datamonitor", "we", "us") is committed to ensuring that your privacy is protected and that it complies with its obligations under the Data Protection Act 1998.

3. This Policy explains how we use the information which we collect about you when you use the services offered by us through our web site ("site").

5. We and other companies in our group will collect personal information (such as your name, address, etc.) about you when you register with us and when you subsequently visit the site. We do not collect any personal information about you except when you specifically and knowingly provide such information.

6. We may use the personal information that you provide for the following purposes:

• to customise the site in line with your preferences
• to help us and our partners, sponsors and other third parties understand the way in which users are visiting the site
• to provide you with an online purchase facility for the ordering of products and services
• to tell you about products and services which we think may be of interest to you from time to time

7. You should however note that:

• we and other companies in our group may transfer your personal information to countries outside Europe
• to protect your privacy we will, wherever practicable aggregate your personal information so that it is used by us in anonymised format
• if Datamonitor or a part of the Datamonitor business merges with or is sold to a third party the personal informational data stored in our database may be shared with or transferred to a third party so that they may continue to operate the site - we will take reasonable efforts to notify you of any such changes in advance
• if you do not wish us to do send you information about other products and services remember to click the opt out box on your registration form - you may also unsubscribe from this part of our service at any time by clicking here

8. When you first visit the site, we will send a "cookie" to your computer. A cookie is a file that identifies you as a unique user and is stored by your browser on your computer's hard drive. Cookies allow us to keep track of your usage of the web site and improve the quality of our service by tracking our user preferences. We may also choose to use cookies to store user preferences. A cookie can tell us, "This is the same computer that visited this site two days ago," but it cannot tell us, "This person is Joe Smith" or even, "This person lives in the United Kingdom."

9. Most browsers are initially set up to accept cookies. You can reset your browser to refuse all cookies or to indicate when a cookie is being sent - although if you refuse cookies some parts of the service may not function properly.

10. As we cannot prevent other websites referring to the site in a search result, as a link or within a frame you should ensure that if you access the site in this way that you have checked any privacy policies relating to those websites in addition.

11. We have security procedures in place to protect your information from unauthorised access or modification, unlawful destruction and improper use or disclosure.

12. If any of the information that you have provided to us changes, please let us know the correct details by emailing us at info@datamonitor.com.

13. If at any time you have any questions or concerns about our privacy policies, please email us at info@datamonitor.com.

14. By registering your personal details, you consent to the use of your information as set out in this Privacy Policy and agree to be bound by the terms of this Policy