MSI's privacy policy forms part of these Terms and Conditions, and is hereby incorporated herein by reference. If the User has any queries or questions about anything in these Terms and Conditions, please contact MSI by email at .

USE OF THE WEB SITE

1 User Conduct
The User warrants that in its use of the Web Site it shall:-
1.1 use the Web Site only for lawful purposes, and in a manner which does not infringe the rights of, or restrict or inhibit the use of the Web Site by any third party;
1.2 not engage in any conduct which is unlawful, or which may harass or cause distress or inconvenience to any person;
1.3 without prejudice to the generality of the foregoing provisions of this paragraph 1, not upload, post, transmit or distribute any material or information in which the User does not own or have a licence to use the intellectual property rights, or any material which is in any way unlawful or which is potentially harmful, threatening, abusive, libellous, pornographic or otherwise obscene, or racially or ethnically discriminatory, or otherwise objectionable; and
1.4 not upload, post, transmit or distribute any material or information which contains a computer virus, or other code, files or programs intended or having for effect to disrupt or otherwise adversely affect the operation of the Web Site or of other Users' computer systems.

2 Disclaimer
2.1 The contents of the Web Site other than the Terms and Conditions, the Debt Register, and the User's Client Account (as defined at paragraphs 6.2 and 7.1 below) (the "Contents") are provided to the User by way of general, background information only and save as referred to herein, they do not form part of these Terms and Conditions. The User should contact MSI by email at info@moretonsmith.com or by telephone on 020 7490 9010 to find out more about any of the Services prior to deciding to use them, or generally to raise any questions arising from the Contents.
2.2 The User accepts and acknowledges that MSI, its officers, employees, agents, representatives of any sort, and advisers shall not in any way be liable for any damage, loss, costs or expenses arising directly or indirectly from the User's downloading of any of the Contents from the Web Site, or its reliance on or use of any of the Contents for any purpose.
2.3 Without prejudice to the foregoing generality, MSI hereby excludes, insofar as permitted by law, all warranties and representations, express or implied, in respect of any of the Contents, including but not limited to any information, names, images, pictures, logos and icons forming part of them, including but not limited to warranties of satisfactory quality, fitness for a particular purpose, non-infringement of third party rights or any law, compatibility, security and accuracy.

3 Downtime
3.1 The User acknowledges and accepts that computer and telecommunications systems are not fault free and may from time to time require periods of downtime (being periods during which the Web Site is not available to the User) for the purposes of repair, maintenance and upgrading.
3.2 MSI does not guarantee uninterrupted availability of the Web Site, but it shall make reasonable efforts to minimise any periods during which the Web Site is not available. The User accepts that it shall have no claim for breach of contract or otherwise in respect of any such period of unavailability.

4 Hypertext Links
4.1 The Web Site and its Contents may incorporate links to the web sites and services of third parties. Such links are provided for the User's convenience only, and their provision does not constitute an authorisation by MSI to the User to access such third party web sites, nor an endorsement of the content of such third party web sites by MSI.
4.2 The User acknowledges and accepts that MSI is not, and shall not be held responsible for any damages, loss, costs or expenses arising from the use of such third party web sites, or products or services available through such third party web sites. The User accepts that any use of third party web sites will be entirely at the User's own risk.

5 Copyright
5.1 Except where expressly indicated otherwise, copyright in all of the Contents of the Web Site belongs to MSI. Notwithstanding the foregoing, MSI hereby authorises you as User to:-
5.1.1 view and display the Contents;
5.1.2 download the Contents and store them in your computer (for example in the browser's cache) for a period not exceeding thirty (30) days, provided that the User also downloads this copyright notice; and
5.1.3 print out the Contents, provided that the User also prints an acknowledgement in the form set out below which will be attached automatically to any printed copy of any of the Contents:-
"Copyright Moreton Smith International. Reproduced with permission."

USE OF SPECIFIC SERVICES
6 Credit Management Services
6.1 Scope of Services
MSI is able to provide to the User a credit management service, incorporating management of the User's client accounts, including invoicing, debt collection, sales ledger management and reconciliation. The scope of the credit management services to be provided to the User (the "Credit Management Services") shall be agreed by MSI and the User in writing prior to MSI's commencement of provision of the Credit Management Services. Any fees payable for the Credit Management Services shall be calculated in accordance with paragraph 8.4.1.
6.2 Banking Services
As part of the Credit Management Services, MSI and the User may agree pursuant to paragraph 6.1 that MSI shall be entitled to invoice the User's debtors in the name of the User, provided that any such debtor shall be required, in terms of the invoice issued by MSI, to pay any or all outstanding amounts owed to the User to a designated bank account, opened in the name of MSI (the "MSI Client Bank Account"). Thereafter, unless otherwise agreed by MSI and the User, MSI shall release to the User once every week the amount of cleared funds in the MSI Client Bank Account attributable to the User, such release of monies to be paid net of the fees due and payable to MSI in accordance with paragraph 8.4.1, and accompanied by a statement detailing a breakdown of the monies and the debtors by whom they were paid to MSI. Any such release of monies shall be by way of a cheque made payable to the User and sent to the User's address from time to time for the purposes of paragraph 24, unless the User specifically requests a telegraphic transfer, under which circumstances the User shall submit to MSI all bank details necessary for the telegraphic transfer to take place. The User shall be liable to account for any bank charges imposed for the telegraphic transfer service.
6.3 Banking Services Disclaimer and User Indemnity
MSI shall not be liable for any damages, loss, costs or expenses arising directly or indirectly form the User's use of the services described in paragraph 6.2 (the "Banking Services"). Moreover, the User shall indemnify MSI against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable legal fees, arising from any third party claim against MSI in relation to the Banking Services or any part thereof.
6.4 Advance Payment Services
As part of the Credit Management Services, MSI and the User may agree pursuant to paragraph 6.1 that MSI shall be permitted to try to collect on the User's behalf, advance payment of amounts which will become due to the User by third party customers of the User, upon the User's provisions of certain goods or services (the "Advance Payments"). MSI shall use all reasonable endeavours to collect as many Advance Payments as possible, but MSI does not provide any guarantee as to the number of Advance Payments which it will secure, unless otherwise agreed with the User prior to provision of any of the services described in this paragraph 6.4 (the "Advance Payment Services"). The User shall pay to MSI the fees for such Advance Payment Services in accordance with paragraph 8.4.1, regardless of when payment is received from the third party customer. The User shall be entitled to terminate receipt of the Advance Payment Services on serving notice of the same on MSI, but such termination shall be without prejudice to MSI's entitlement to, and the User's obligation to pay, the foregoing fee in respect of the Advance Payment Services.
6.5 Advance Payment Services Disclaimer
MSI shall not be liable for any damages, loss, costs or expenses arising directly or indirectly from the User's Use of the Advance Payments Services. All warranties, conditions, representations or other terms implied by statute or common law as to the nature, quality or fitness for purpose of the Advance Payments Services are excluded to the extent permitted by KIW.
6.6 User's Client Account
Where the User chooses to use any of the Credit Management Services, MSI shall make available on the Web Site details of the current status of the User's accounting records (the User's "Client Account"), subject to the User's requirement to supply the User's password before gaining access thereto. The User's Client Account shall be protected by encrypted 128 bit security measures, or such other measures as are deemed appropriate and necessary by MSI from time to time.
6.7 Updating the User's Client Account
The User shall submit details of all changes to the User's Client Account, including (but not limited to) receipt of payments in, payments out, and expenses to be met, such details to be submitted all in the manner and form as is specified on the Web Site, as modified from time to time. The User shall submit such details as often as is required to ensure MSI are aware of the current status of the User's books and accounts.
6.8 Client Account Disclaimer
MSI shall use its best endeavours to ensure the information shown on the User's Client Account is accurate and up-to-date at all times. However, MSI shall not be liable for any damages, loss, costs or expenses arising directly or indirectly from the User's use of the information displayed as part of the User's Client Account. All warranties, conditions, representations or other terms implied by statute or common law as to the nature, quality or fitness for purpose of the User's Client Account are excluded to the extent permitted by law.

7 Debt Register
7.1 Viewing the Debt Register
The User shall be permitted to search through and to view the debt and debtor information forming part of MSI's internet database known as Companychecker (the "Debt Register"). The User shall be permitted to use the information which it finds in the Debt Register solely for internal business purposes, in deciding whether or not to carry on business with any of the debtors appearing on the Debt Register. To this end the User shall only be entitled to print out and retain one (1) copy of the information obtained from each search of the Debt Register, for use for the foregoing purpose.
7.2 Intellectual Property Rights in the Debt Register
The User hereby acknowledges and agrees that all copyright, database rights and other intellectual property rights of whatever nature arising in the Debt Register vest solely and exclusively in MSI, and that nothing in these Terms and Conditions shall serve to confer upon the User any right, title or interest in or to the Debt Register, other than as set out in paragraph 7.1 above.
7.3 Debt Register Content
MSI shall use its best endeavours to ensure that the information appearing on the Debt Register is at all times shown as supplied to MSI by other Users or other third party creditors. However, MSI does not carry out any independent checks to verify the accuracy or currency of such information, and MSI shall not be liable for any damages, loss, costs or expenses arising directly or indirectly from the User's use of or reliance upon the information appearing on the Debt Register. All warranties, conditions, representations or other terms implied by statute or common law as to the nature, quality, accuracy, currency or fitness for purpose of the information appearing on the Debt Register, are excluded to the extent permitted by law.
7.4 Registering debts on the Debt Register
7.4.1 The User shall also be permitted to register debts on the Debt Register. In order to do so the User shall submit to MSI full details of the debtor, the debt, the circumstances under which the debt arose, the age of the debt, and all other matters specified on the debt registration form appearing on the Web Site. The User warrants that any information supplied pursuant to this paragraph 7.4.1 shall be true, accurate, and up-to-date.

8 Debt Collection Services
8.1 Scope of Services
8.1.1 MSI shall, unless otherwise agreed, forthwith upon entry of a Registered Debt on the Debt Register, commence active debt collection proceedings for recovery of such Registered Debt from the debtor on the User's behalf (the "Debt Collection Services").
8.1.2 MSI undertakes:-
(a) to provide the Debt Collection Services with due skill and care, and to use all reasonable endeavours not to harm the reputation of the User in so doing;
(b) to inform the User in writing as soon as reasonably possible following receipt of payment by MSI in part or whole satisfaction of any Registered Debt;
(c) to inform the User in writing of the reasons (if any) given by any debtor of the User for non-payment of any Registered Debt; and
(d) to notify the User of any third party claims, charges or levies affecting any Registered Debt
in the case of (c) and (d) above, as soon as reasonably possible upon becoming aware of the same.
8.1.3 The User undertakes not to take any action or omit to take any action which may prejudice or hinder MSI's collection of Registered Debts, and to provide all assistance and information which may be reasonably required by MSI in order to assist it in collecting Registered Debts. Without prejudice to the foregoing generality, the User shall notify MSI in writing immediately of any change to the information supplied to MSI by it in relation to any Registered Debt, including (but not limited to) the payment directly to the User of any amount in part or whole satisfaction of any Registered Debt, including details of the amount received and the date of receipt of payment.
8.2 User's Warranties
The User warrants and undertakes to MSI that:-
8.2.1 it will not raise false invoices, and that the Registered Debts are properly due and payable;
8.2.2 none of the debtors of any of the Registered Debts has a right of set off or counter claim against the User in respect of any of the Registered Debts; and
8.2.3 it has complied and will at all times comply in its use of the Web Site and the Services with all applicable legislation, in particular (but not limited to) the Data Protection Act 1998 and the Consumer Credit Act 1974.
8.3 User's Indemnity
The User shall indemnify MSI against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable legal fees, arising from:-
8.3.1 the User's breach of any of the terms of paragraph 7 above or this paragraph 8, including (but not limited to) any of the User's warranties and undertakings set out in paragraph 7.4.1, 8.1.3 or 8.2; or
8.3.2 any third party claim against MSI in relation to the appearance on the Debt Register of any Registered Debt registered by the User, or any information in relation thereto, provided that MSI has complied with its obligations under paragraph 7.3 above.
8.4 Fees
8.4.1 Where a Registered Debt is collected by MSI pursuant to this paragraph 8, the User shall pay to MSI a fee equal to a set percentage of the value of the Registered Debt collected, such percentage to vary in accordance with the age of the Registered Debt when MSI is instructed by the User pursuant to paragraph 7.4.1, as follows:-

Age of Debt When MSI Instructed	Fee Due, Expressed as % of Amount Collected
Credit Management Services	2.5%
30 - 60 days	5%
60 - 90 days	7%
90 - 120 days	10%
120 - 180	12.5%
180 - 240 days	15%
240 - 300 days	20%
300 - 360 days	25%
360 days plus	Quoted individually and subject to agreement in writing with the User, where a Registered Debt of this age is involved.

8.4.2 Where the user agrees to issue credit to the debtor, or accepts or recovers goods or services in kind, it shall be deemed that a collection has been made by MSI, and a fee shall be payable pursuant to paragraph 8.4.1, according to the value of the credit, goods or services agreed by the user.
8.4.3 If it is agreed by the User that a debtor shall be permitted to pay a Registered Debt in instalments, the Registered Debt shall remain on the Debt Register until all such instalments have been paid, in full satisfaction of the Registered Debt, whereupon MSI shall delete it from the Debt Register. For the avoidance of doubt, satisfaction of a Registered Debt in instalments shall not affect the fee payable by the User in respect thereof, so that following receipt by MSI (or the User as the case may be) of each instalment, the User shall pay to MSI a fee equal to the appropriate percentage of the full amount of the Registered Debt, in accordance with paragraph 8.4.1 above.
8.4.4 The User shall be entitled to terminate the Debt Collection Services by serving on MSI ninety (90) days notice in writing at any time, and on expiry of the ninety (90) day period MSI shall immediately remove the Registered Debt from the Debt Register.
8.4.5 If the User terminates receipt of the Debt Collection Services in accordance with paragraph 8.4.3 above, and the Registered Debt is satisfied within the ninety (90) day notice period, the User shall pay to MSI a fee in accordance with paragraph 8.4.1 above.

9 Litigation Services
9.1 United Kingdom Litigation Services
Scope and Fees
In cases where performance of the Debt Collection Services pursuant to paragraph 8.1 has not resulted in satisfaction of a Registered Debt, where the debtor is resident in the United Kingdom, MSI shall upon request from the User assess the potential costs of instigating court proceedings to recover the Registered Debt, and shall supply the User with relevant current court fee information free of charge. MSI shall not instruct any solicitor or other professional adviser without express instructions to do so from the User. The scope of the United Kingdom litigation related services to be provided to the User (the "United Kingdom Litigation Services"), and the fee or the basis for calculation of the fee to be paid by the User in respect thereof, shall be agreed in writing, signed by MSI and the User, prior to MSI's commencement of provision of the United Kingdom Litigation Services.
9.2 International Litigation Services
Scope and Fees
In cases where performance of the Debt Collection Services pursuant to paragraph 8.1 has not resulted in satisfaction of a Registered Debt, where the debtor is resident outside the United Kingdom, MSI shall, upon request from the User, assess the potential costs of instigating court proceedings in the appropriate foreign jurisdiction to recover the Registered Debt. MSI shall not instruct any solicitor or other professional adviser without express instructions to do so from the User. The scope of the international litigation related services to be provided to the User (the "International Litigation Services"), and the fee or the basis for calculation of the fee to be paid by the User in respect thereof, shall be agreed in writing, signed by MSI and the User, prior to MSI's commencement of provision of the International Litigation Services.
9.3 Litigation Services Disclaimer
MSI shall provide the User with information on litigation related matters where requested to do so, using its experience and knowledge in this field. However, MSI shall not in any way be liable for any damage, loss, costs or expenses arising directly or indirectly from the User's use or interpretation of the information provided. All warranties, conditions, representations or other terms implied by statute or common law as to the nature, quality or fitness for purpose of the information provided are excluded to the extent permitted by law.

10 UK Tracing Services
10.1 Scope of Services
MSI has access to a database of records on the financial history of United Kingdom consumers, which allows it to search for proof of a debtor's residence (the "UK Tracing Services").
10.2 Fee
10.2.1 The UK Tracing Services are provided on a "no-hit no fee" basis so that if the search carried out by MSI is not successful in confirming a debtor's address, no fee is payable by the User.
10.2.2 The User shall pay to MSI the following fee in respect of each successful trace:-
(a) £10 (ten pounds sterling) where the UK Tracing Services consisted of searching against an address supplied by the User, and the search confirmed that the debtor in question is residing at that address; or
(b) £30 (thirty pounds sterling) where the UK Tracing Services consisted of searching against the name of the debtor supplied by the User and the search confirmed the current address of the debtor.
10.3 Provision of UK Tracing Services
The result of the UK Tracing Services will be either faxed or emailed to the User at the User's request.
10.4 UK Tracing Services Disclaimer
MSI shall not be liable for any damage, loss, costs or expenses arising directly or indirectly from the User's use or interpretation of the results of the UK Tracing Services. All warranties, conditions, representations or other terms implied by statute or common law as to the nature, quality or fitness for purpose of such results are excluded to the extent permitted by law.

USE OF SERVICES - GENERAL
11 Registration
11.1 Registration by the User as an account holder with MSI is free of charge.
11.2 Each User undertakes to register using its correct name, address, telephone and facsimile numbers and email address, and any other requested details. In the event that any such information changes the User must notify MSI immediately of such change.
11.3 On registration, each User shall be allocated a user name and password, both of which will be confirmed by MSI via email. This user name and corresponding password are personal to the User. The User is responsible in terms of these Terms and Conditions for all access to and use made of the Web Site and use of the Services made under its user name and password. The User shall not disclose its user name, password or other security information supplied by MSI to any third party.

12 Payment
12.1 MSI shall invoice the User for its fees in respect of the provision of the Services monthly in arrears, unless payment is deducted in conjunction with the Banking Services as described in paragraph 6.2. The User shall make payment to MSI in settlement of any invoices without any deduction, counterclaim or set off, within seven (7) days of receipt of the same.
12.2 If the User fails to make payment to MSI of any sum due and payable in accordance with paragraph 12.1 above, MSI shall be entitled to charge the User interest on the overdue amount, payable by the User forthwith on demand from the due date up to the date of actual payment, after as well as before judgement, at the applicable rate chargeable under the Late Payment of Commercial Debts (Interest) Act 1998, from time to time.
12.3 All sums payable to MSI by the User are, unless otherwise stated, exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question or otherwise included in any relevant calculation. Where any withholding tax or similar deduction is required to be made, the sum in question shall be paid net of that deduction.

13 Limitation of Liability
13.1 The following provisions set out MSI's entire liability (including any liability for the acts and omissions of its partners, officers, employees, agents or sub-contractors) to the User in respect of:
13.1.1 any breach of these Terms and Conditions; and
13.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms and Conditions and your attention is in particular drawn to the provisions of this paragraph 13.
13.2 Any act or omission on the part of MSI or its partners, officers, employees, agents or sub-contractors falling within paragraph 13.1 shall for the purposes of this paragraph 13 be known as an "Event of Default".
13.3 MSI's liability to the User for the tort of deceit and for death or injury resulting from their own or that of its partners, officers, employees, agents or sub-contractors' negligence shall not be limited.
13.4 Subject to the provisions of paragraph 13.3, MSI's entire liability in respect of any Event of Default shall be limited to damages not exceeding the fees paid by the User to MSI for the Services in the twelve (12) month period preceding such Event of Default in the case of a single Event of Default, and twice the fees paid by the User to MSI for the Services in the preceding twelve (12) month period in the case of all Events of Default or series of connected Events of Default occurring in any twelve (12) month period.
13.5 Subject to paragraph 13.3 MSI shall not be liable to the User in respect of any Event of Default for loss of profits, goodwill, contracts, opportunity or any other type of special, indirect or consequential loss whatsoever or howsoever even if such loss was reasonably foreseeable or MSI had been advised of the possibility of the User incurring the same.
13.6 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one (1) claim for the purpose of these Terms and Conditions.
13.7 This paragraph 13 shall remain in full force and effect notwithstanding the termination by either party of its performance or receipt of the Services, pursuant to paragraph 16 below.

14 MSI's Right to Make Changes
14.1 MSI has the right to make changes to the Terms and Conditions at any time provided MSI gives the User at least (30) days' prior notice in writing.
14.2 Upon being notified of changes to these Terms and Conditions pursuant to paragraph 14.1, the User shall have the right to give thirty (30) days' notice to terminate its receipt of the Services, provided that such notice is received by MSI no later than the end of thirty (30) days from and including the date of the receipt by the User of MSI's relevant notification pursuant to paragraph 14.1. For the avoidance of doubt, where the User fails to notify MSI of its intention to terminate within such thirty (30) day period, the User shall be deemed to have accepted the relevant change or changes to these Terms and Conditions.

15 Delays to MSI's Services which are beyond its Control
15.1 MSI shall not be responsible if performance of any of the Services is delayed or suspended because of acts, events or omissions beyond the reasonable control of MSI including without limitation telecommunication failures, strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage or default of suppliers or sub-contractors (each an "Event of Force Majeure").
15.2 If MSI is prevented or delayed in the performance of any of its obligations under these Terms and Conditions by an Event of Force Majeure, it shall forthwith serve notice in writing on the User specifying the nature and extent of the Event of Force Majeure, and shall subject to service of such notice and to paragraph 15.3 have no liability in respect of the performance or non-performance of such of its obligations as are prevented by the Event of Force Majeure during the continuation of such Event, and for such time after it ceases as is necessary to allow MSI, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations in accordance with these Terms and Conditions.
15.3 MSI shall use its reasonable endeavours to bring the Event of Force Majeure to a close or to find a solution by which the relevant Services may be performed in accordance with these Terms and Conditions, despite the continuance of the Event of Force Majeure. In the event of MSI being unable to bring the Event of Force Majeure to a close or to find a solution as aforesaid within forty five (45) days of the date on which it served notice of the Event of Force Majeure on the User, it shall be entitled to give notice to the User to forthwith terminate its provision of the affected Services.

16 Termination
16.1 Either party shall be entitled forthwith to terminate its provision or receipt (whichever is applicable) of any of the Services by notice in writing to the other, if the other party commits any material or persistent breach of any of the provisions of these Terms and Conditions and, in the case of a breach capable of remedy, fails to remedy the same within thirty (30) days after receipt by it of a written notice from the other party giving particulars of the breach and requiring the same to be remedied.
16.2 In addition, either party shall forthwith be entitled to terminate its provision or receipt (whichever is applicable) of any of the Services pursuant to these Terms and Conditions by notice in writing to the other if:
16.2.1 the other party commits a non-remediable breach of these Terms and Conditions; or
16.2.2 an encumbrancer takes possession or a receiver, administrative receiver or manager or trustee in bankruptcy is appointed over any of the property or assets of that other party; or
16.2.3 the other party makes a voluntary arrangement with its creditors or becomes subject to an administration order; or
16.2.4 the other party goes into liquidation (except for the purposes of solvent amalgamation or a solvent reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under these Terms and Conditions); or
16.2.5 anything analogous to any of the foregoing under the law of any jurisdiction, occurs in relation to the other party; or
16.2.6 the other party ceases or threatens to cease to carry on its business.
16.3 In addition, MSI reserves the right to terminate forthwith its provision of any or all of the Services and to refuse to permit the use of the Web Site by the User if the User breaches the terms of paragraph 1 above (User Conduct).
16.4 For the purposes of paragraph 16.1 above, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of its performance.

17 Consequences of Termination
17.1 Upon termination of the provision or receipt of any of the Services for any reason:-
17.1.1 the User shall remain due to pay to the MSI any sums which have accrued, or which subsequently accrue, due hereunder and shall not be entitled to reimbursement of any such sums paid or any proportions thereof;
17.1.2 the User shall return to MSI any property of MSI in its possession or under its control; and
17.1.3 each party shall return to the other any know-how, confidential information or other technical documentation or information provided to it by the other pursuant to these Terms and Conditions, including in the case of MSI all information supplied to it by the User in relation to Registered Debts and the corresponding debtors, and for the avoidance of doubt MSI shall remove all outstanding Registered Debts registered by the User from the Debt Register.
17.2 Termination of the provision or receipt of the Services shall not affect any rights or obligations or either party which have accrued prior to the date of termination and all provisions which are expressed to or by implication survive such termination shall remain in full force and effect, including (without prejudice to the foregoing generality) paragraphs 8, 12, 13, 17 and 18.

18 Confidentiality
18.1 Both MSI and the User undertake to the other to treat as confidential and not to use other than for the purposes of provision or receipt of the Services, any information supplied or made available by the other which is designated as confidential, or which is by its nature clearly confidential, and shall not without the prior written consent of the other disclose any such information to any third party (other than its employees and other representatives who require such information for the performance of their duties), nor use the same other than in connection with the receipt or provision of the Services.
18.2 The above confidentiality provisions shall not apply to any information which is:-
18.2.1 known to and at the free disposal of the receiving party at the date immediately before disclosure by the other; or
18.2.2 now in or hereafter enters the public domain through no breach or default of the receiving party; or
18.2.3 lawfully disclosed to the receiving party by a third party who did not receive such information directly or indirectly from another party bound by an obligation of confidentiality; or
18.2.4 required to be disclosed by law.
18.3 The obligations in this paragraph 18 shall survive any termination of the provision or receipt of the Services.

19 Assignment and Other Transfer
The User shall not assign, transfer, sub-license, sub-contract, delegate or in any other manner make over to any third party any of its rights or entitlements hereunder without MSI's prior consent in writing, such consent not to be unreasonably withheld.

20 Entire Agreement
These Terms and Conditions represent the entire terms and conditions subject to which the User uses the Web Site and MSI provides and the User receives the Services, and shall supersede any previous agreement or understanding between MSI and the User in relation to all or any such matters.

21 Non Reliance
The User acknowledges that in accepting these Terms and Conditions, it is not relying upon any representation, warranty, promise or assurance made or given by or on behalf of MSI or any other person, whether or not in writing, at any time prior to its acceptance of these Terms and Conditions, which is not expressly set out herein.

22 Non - Waiver
None of the rights of either party shall be prejudiced or restricted by any indulgence or forbearance extended to the other party and no waiver by either party in respect of any breach of these Terms and Conditions shall operate as a waiver in respect of any subsequent breach.

23 Severability
If any of the provisions of these Terms and Conditions is found by any court, arbitrator or other competent authority to be void or unenforceable, the provision shall be deemed to be deleted and the remaining provisions of these Terms and Conditions shall continue in full force and effect. The parties shall nevertheless negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provision which is void or unenforceable.

24 Notices
24.1 Any notice which has to be given pursuant to these Terms and Conditions shall be in writing and shall be sent by email, first class mail or by facsimile to the address of the other party, which in the case of the User shall be as set out in its application to register as an account holder with MSI, and in the case of MSI shall be as follows:-
For the attention of Richard Moreton
Moreton Smith
80 Clerkenwell Road
London
EC1M 5RJ
Fax: 020 7490 8504
E-mail:
24.2 Any notice served in this way shall be treated as being given four (4) hours after the time it was sent by email, or forty eight (48) hours after the time it was posted, or in the case of a facsimile at the time of successful transmission. The party serving notice will require to show proof of electronic sending, postage or a facsimile transmission report, to establish that notice was served.
24.3 Any change in the address of either party for the purpose of this paragraph 24 shall be notified to the other in writing immediately.

25 Governing Law
The construction, and validity of these Terms and Conditions and the performance of the Services pursuant hereto shall be governed in all respects by English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

26 No Partnership or Agency
Nothing in these Terms and Conditions, is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other (except to the extent (if any) set out herein), and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

27 Non-Acceptance of the Terms and Conditions
If you, the User, do not accept these Terms and Conditions in full, you are not permitted to register as an account holder with MSI and to use any of the Services, and therefore should cease using the Web Site immediately.