Parties
(a) Mutual Reference of 25 Hill Street, London, W1J 5LW ("MRL")
(b) The individual or organisation named overleaf ("Client")

Whereas
(a) MRL is the provider of the Service
(b) Client is the subscriber to the Service provided by MRL

Definitions
The following terms shall have the following meanings:
"Service" means the information facility provided by MRL
"Website" the MRL Internet site
[IP address] Computer dedicated to the use of the MRL Website;

Duration
This Agreement shall commence on the date agreed between the parties ( the "Service Commencement Date") and continue for a period of 1 year.

General Terms and Conditions
4.1 This Agreement between MRL and the Client constitutes a binding acceptance of the terms and conditions herein. Acceptance of the terms and conditions is explicit by the signing of this Agreement, and is implied by use of the Service.
4.2 MRL reserves the right, at its sole discretion, to refuse, amend, withdraw, add to, remove or otherwise deal with all or any part of its Service and this Agreement at any time. Notification of any changes to the Agreement will be notified to the subscriber as soon as practicable. All contracts are accepted on the condition that the Client does not, and will not, contravene any Act of Parliament.
4.3 MRL may, in accordance with Clause 4.2, change, suspend or discontinue any aspect or feature of the Service at any time, including the availability of any Service feature, data base or content, without notice or liability.
4.4 If any changes in the Agreement are unacceptable to the Client or cause the Client to breach the Agreement the Client may then cancel the subscription without prejudice to the provisions of Clause 12 of this Agreement .
4.5 The Client's continued use of the Service shall constitute a binding acceptance of any change in the Agreement.

Data Protection Legislation and Money Laundering Regulations
5.1 In order to comply with the above provisions as laid down by Parliament, the Client shall ensure that any client or prospective client of their own whose details are to be supplied to MRL has given their consent for their data, whether personal or corporate, to be forwarded to any relevant organisation in accordance with the provisions set out in the consent form supplied to the Client by MRL. The Client will use either the MRL consent form, or will supply to MRL their own documentation confirming that all obligations under the Data Protection Acts 1984 and 1998 and the Money Laundering Regulations 1993 have been fulfilled.
5.2 The Client agrees to abide by the obligations set out in the Money Laundering Regulations 1993 whereby any suspicions of money laundering will be reported to the Police only and the Client shall not otherwise reveal their suspicions or information.

Ownership and Intellectual Property
6.1 The copyright, design rights and all other intellectual property rights of the Service and software vests solely and exclusively in MRL or it's successors.
6.2 All information supplied to MRL or it's successors by the Client, its officers, servants or agents, remains the property of Client at all times and for all purposes save as specified at clause 6.3.
6.3 The Client licences MRL or it's successors to use the information only for the purposes of this Agreement, namely, permitting access to the information to all subscribers to the Service and which excludes any sale of the information, in any form and with or without other information supplied by Clients or otherwise available to MRL or it's successors.
6.4 The licence referred to in clause 6.3 may only be revoked by the client if:
6.4.1 MRL or it's successors enters into or becomes subject to any insolvency procedure, including the appointment of any receivers or the presentation of petitions for the winding up or administration of MRL or it's successors;
6.4.2 MRL or it's successors proposes any arrangements with its creditors; or
6.4.3 Any judgement is entered against MRL or it's successors and is not satisfied or appealed against within 28 working days.
6.5 The Client and MRL or it's successors agree that no use, modification or treatment of any information supplied to MRL or it's successors by the Client shall constitute ownership of the information by MRL or it's successors or otherwise derogate from the title of the Client.
6.6 Notwithstanding any revocation of the licence pursuant to 6.4, the Client shall not seek any restraint of MRL or it's successors , nor damages for trespass or otherwise in the event that MRL or it's successors continues to permit access to the information to subscribers and a fresh licence shall be deemed to be granted on identical terms of any administration or winding up petitions or any judgements against MRL or it's successors are disposed of, or where any arrangements are approved by the creditors, or where any receivers return management of MRL or it's successors 's undertaking to its directors.

Authorised Use of the Service
7.1 The Client agrees to use the Service solely in accordance with the terms and conditions set out in this Agreement.
7.2 The Client shall not use the Service or any material of the Service for resale or other transfer or disposition to any other person(s) or entity(ies). In addition the subscriber shall not use, transfer, dispose of or distribute any material contained in the Service in any manner that could compete directly or indirectly with the business of MRL.
7.3 The Client shall not copy, reproduce, recompile, de-compile, disassemble, modify, distribute, publish, display, perform, transmit, create derivative works from, participate in the transfer or resale of, or in any way exploit the Service in whole or in part.
7.4 Any material included in the Service shall not be used for re-circulation, redistribution or publishing over any present or future medium by the client without MRL's prior written consent.
7.5 The Client shall not offer the Service in part or in whole for sale or distribution over any present or future medium of any type, without the prior written consent of MRL.

Indemnity
8.1 The Client warrants that any material of any kind submitted by the Client or any third party using the Client's computer password shall not violate, plagiarise or infringe upon the rights of any third party including but not limited to copyright, trademark or any other personal or proprietary rights.
8.2 The Client warrants that any material or information of any kind submitted by the Client or any third party using the Client's computer password and/or access code shall not contain libellous, defamatory, malicious or otherwise unlawful statements or unlawful content., and shall be reliable material or information and the client warrants that it has checked the reliability and accuracy of any material or information so supplied.
8.3 The Client warrants that, where the Client is an individual, he/she is at least 18 years old and fully entitled to undertake and be party to this Agreement.
8.4 The Client agrees to indemnify, defend and hold harmless, at Client's own expense, MRL and its directors, owners, employees, representatives and agents ("Indemnified Parties") against any damage, loss, expense, claim, suit, action or any other proceeding brought against MRL and the indemnified party by any third party in connection with any claim arising out of:
8.4.1 The use of the Service by the Client or any person using the Client's computer/password/access code;
8.4.2 Any breach of this Agreement by the Client or any person using the Client's computer/password/access code;
8.4.3 Any claim that any use of the Service by the Client or any person using the Client's password/computer/access code infringes any intellectual property right of any third party or that such use is defamatory;

8.4.4 Any deletions, additions, insertions or alterations to the Service by means of an unauthorised use of the Service by the Client or any person using the Client's password/computer/access code;
8.4.5 Any misrepresentation or breach of representation or warranty made by the Client contained in this Agreement;
8.4.6 Any breach of any covenant or agreement to be performed by the Client under this Agreement.
8.5 The Client shall pay all reasonable legal fees and costs, damages and expenses in connection with any such claim, suit, action or proceeding against MRL and shall co-operate as fully as reasonably required in the defence of such claim, suit, action or proceedings.

Limitation of Liability
9.1 The Client acknowledges that the use of the Service is at the Client's sole risk.
9.2 MRL shall not be liable for the accuracy, quality or timeliness of any data input or information displayed on its Website. The Client acknowledges that any reliance upon the data or information displayed on the Website shall be solely at the Client's risk.
9.3 MRL, its officers and employees, partners and third party agents shall not be directly or indirectly liable in any way to the Client or any other person for any inaccuracies or errors in or omissions from the Service including but not limited to any delays, errors, interruptions or suspensions in the transmission or delivery of the Service nor any loss of profits, economic losses, incidental or consequential losses or damages.
9.4 MRL is not responsible for the reliability or continued availability of the telephone lines and equipment the Client uses in order to access the Service.

Access to the Service
10.1 The Client shall give all personal and/or corporate data necessary for subscription all of which must be accurate and kept updated by the Client. The Client shall not select or use the access code or password of another client with the intent to impersonate that client.
10.2 MRL shall supply a password and an access code to the Client. The signatory to this agreement will have access to Level 2 of the service. For the avoidance of doubt the signatory to this Agreement shall be a senior officer of the Client. The signatory may allow further access to the service by designating appointed agents or individual employees as Users of either Level 1 or Level 2 of the service. Additional Users will be supplied with their own password by the signatory to this agreement.
10.3 The Client shall be responsible for maintaining the confidentiality of the password(s) and the access code(s), and also be responsible for the use of the service by any Additional Users.
10.4 The Client shall notify MRL of any known or suspected unauthorised uses of its password(s) and access code(s) or any known or suspected breach of security.

Payment
11.1 MRL will charge the Client in accordance with the charges set out in the Service Agreement . The charges are for a period of 1 year , and all charges will, thereafter, be reviewed on an annual basis.
11.2 All payments are non-refundable and non-returnable. The client agrees to pay MRL on presentation of their invoice. Save as allowed by law, payment due for services provided shall not be withheld on grounds that any claim is outstanding.
11.3 Full payment in accordance with the charges set out overleaf must be received by MRL within 14 days of the invoice date. Where any payment remains due and unpaid MRL will be entitled to charge interest at 2% above Barclays Bank PLC base rate accrued daily.
11.4 Where all or part of the payment by the Client to MRL remains due and outstanding, MRL reserves the right to withdraw the Service immediately and at its sole discretion. Where the Service is withdrawn in accordance with this clause, the Client will receive written notification by recorded delivery

Termination
12.1 The Client will be entitled to make full use of the Service for the duration of this Agreement. At the end of the period of 1 year, as defined in clause 3 of this Agreement, the Agreement will automatically terminate.
12.2 MRL may, in its sole discretion, terminate or suspend access to all or part of the Service in accordance with Clause 11.3 of this Agreement or for any reason including, but not only restricted to, breach of or assignment of this Agreement, or the supply of information to the MRL service that is in breach of the obligations set out in Clause 8.1 , 8.2 and/or 8.3 of this Agreement.

Severability
If any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired and they shall be valid and enforceable to the fullest extent permitted by law.

Headings
The section titles in this Agreement are used solely for convenience reasons and have no legal or contractual significance.

Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all or any previous agreements, understandings or commitments between the parties or representations made by either party whether oral or written with respect to the Service.

Governing Law
This Agreement shall be governed, construed and shall take effect in accordance with the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the English courts.