Terms and Conditions

1. Interpretation

1.1 In these Conditions:-

Associate means any connected person, whether by way of ownership or relationship (contractual or otherwise);

Client means the person or persons named in section 1.1 of the Order or (as the context admits) any Associate thereof;

Company means the business, whether incorporated or unincorporated, of the client, as identified at section 1.2 of the Order or (as the context admits) any Associate thereof;

Completion means legal completion of a Transaction;

Conditions means these standard conditions and, unless the context otherwise requires, includes any special or supplemental terms agreed in writing between the Client and DBTA from time to time;

Consideration means the amount or monetary equivalent payable by the buyer or any Associate thereof to the Client in accordance with the Transaction (including, but without limitation, payment in cash, shares, loan notes, bonds, any other assets or any other debt instrument or any combination thereof and the amount of any dept accepted or payable by the buyer or any Associate thereof on or after Completion);

DBTA means Dunham Business Transfer Agency (a trading name of Dunham Ltd) of 12 Walker Avenue, Stratford Office Village, Wolverton Mill, Milton Keynes, MK12 5TW;

Deferred Consideration means any proportion of the Consideration which is or becomes payable at any time after Completion;

Order means the order from the Client to DBTA.

Potential Acquirer means those persons identified as such by DBTA during the performance of the Services, or (as the context admits) any Associate thereof, whether or not those persons are identified by the Client to DBTA in the Project Brief or otherwise as being Potential Acquirers of the Company;

Project Brief means a project brief questionnaire supplied by DBTA for completion by the Client;

Services means the provision of the services identified in section 3 of the Order or as otherwise agreed in writing with the Client; and

Transaction means a sale of the Company or any interest therein to a Potential Acquirer.

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.3 Unless the context otherwise requires reference to any Clause is to a Clause of these Conditions; reference to sub-clauses are unless otherwise stated references to sub-clauses of the Clause in which the reference appears;

1.4 Any reference to a statute or statutory instrument shall be deemed to refer to any re-enactment thereof;

2. Provision of the Service

Subject to the Client discharging its obligations at Clauses 3 and 4, DBTA shall provide the Services with reasonable skill and care in accordance with these Conditions, but does guarantee that any Potential Acquirers will make offers for to acquire the Company or any interest therein on terms that are acceptable to the Client.

3. Payment Obligations

3.1 The Client agrees to pay DBTA without deduction or set off the sums set out at section 4 of the Order together with any applicable value added tax, or other equivalent sales tax, on or by the due date for payment, which:

3.1.1 in the case of the Base Fee is (subject to the provisions of Clause 8) in six equal consecutive monthly payments by standing order commencing 15 days after the date of the Order;

3.1.2 in the case of the Success Fee is payable on Completion of a Transaction for that element of the Consideration that is payable on Completion or in the case where there is Deferred Consideration the balance of the Success Fee within 7 days of receipt by the Client of the Deferred Consideration or upon such other reasonable terms as to the time for payment as may be agreed between DBTA and the Client in writing; and

3.1.3 Any reasonable costs and expenses within 30 days of invoice where separately invoiced and agreed with The Client in advance

3.2 The Client agrees to, and shall irrevocably instruct its solicitors and other professional advisers to:

3.2.1 Keep DBTA informed of the terms of such Transaction, its progress, Completion, and receipt or any Deferred Consideration;

3.2.2 Pay the Successor Fee to DBTA out of any cash held at any time by such solicitor or other professional advisor on behalf of the Client; and

3.2.3 If requested by DBTA, provide to DBTA with a copy of any agreement or other documents relating to such Transaction

3.3 If the Client fails to make any payment on the due date DBTA shall be entitled without limiting any other rights that it may have to:

3.3.1 Suspend the provision of the Services;

3.3.2 To claim the balance (if any) of the Base Fee or the Success Fee due to it; and

3.3.3 Charge Interest to the Client on the outstanding amount (both before and after any judgement) at a daily rate equivalent to the rate from time to time prescribed by the Late Payment of Commercial Debts (Interests) Act 1998 from the due date until the outstanding amount is paid in full.

4. Clients Obligations

4.1 The Client shall at its own expense complete and deliver to DBTA

4.1.1 A Project Brief and any necessary information and documents relating to the Services within sufficient time to enable DBTA to perform the Services in accordance with these Conditions; and

4.1.2 Such further information as may be reasonably requested by DBTA from time to time

4.2 If any Potential Purchasers are identified by DBTA the Client shall;

4.2.1 Forthwith advise DBTA of the suitability of such Potential Acquirer;

4.2.2 Accept responsibility for discounting unsuitable Potential Acquirers;

4.2.3 Duly attend any negotiation meetings organised by DBTA or its Associates as requested;

4.2.4 Allow DBTA to act as lead advisor in relation to all pre-contract negotiations with Potential Acquirers and;

4.2.5 Advice DBTA of all arrangement which are made to progress any Transaction following entry into of formal legal negotiations with any Potential Acquirer and in particular will notify DBTA forthwith in respect of Completion.

5. Warranties

5.1 Subject to the limited on its liability set out in these Conditions, DBTA warrants that the Services shall be provided with reasonable skill and care.

5.1.1 DBTA shall be under no liability to the Client for breach of warranty for any loss, damage, costs expenses or other claims arising out of any mistake, negligence or other fault of the Client, including but not limited to such loss, damage, costs expenses or other claims arising from the use of DBTA its employees or agents of any information or documents supplied by the Client (whether in the Project Brief or otherwise), which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or which fail to arrive or arrive late to DBTA ; and

5.1.2 DBTA shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the Base Fee has not been paid by the due dates for payment

5.1.3 Any claim by the Client which is not notified to DBTA on or before the expiry of 4 months from discovery of the breach of warranty.

5.2 Where any valid claim for breach of the warranty at Clause 5.1 is notified to DBTA in accordance with these Conditions, DBTA shall be entitled to provide the Services (or any part thereof as appropriate) again free of charge or (at the sole discretion of DBTA) refund to the Client all or part of the Base Fee but DBTA shall have no further liability to the Client.

5.2 The Client warrants that any information or documents supplied by it to DBTA or its Associates (whether in the Project Brief or otherwise) is complete and accurate to the best of its knowledge, information and belief.

5.3 Save as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

6. Confidentiality

6.1 The Client hereby authorises DBTA:

6.1.1 To disclose to Potential Acquirers such information (whether confidential or otherwise) concerning the Client, Company and its operations as DBTA shall reasonably consider necessary in the performance of the Services; and

6.1.2 As agent for the Client, to procure such confidentiality undertakings with Potential Acquirers as DBTA shall reasonably consider necessary.

6.2 DBTA shall have no liability whatsoever in the event that any confidential information is disclosed to a third party without having first procured a suitable confidentiality undertaking from the Potential Acquirers, save where confidential information is disclosed as a result of gross negligence or deliberate disclosure by DBTA, or by its employees or agents.

7 Limitations on Liability

7.1 The Client acknowledges that DBTA acts only as a search agent and broker in negotiating the Transaction and therefore shall have no liability to the Client in the event that any Potential Acquirer is unsuitable for whatever reason nor for the consequences of any introduction of a Potential Acquirer to the Client whether direct or indirect and shall have no liability or responsibility whatsoever for matters which would ordinarily be the responsibility of the client and/or the Client's professional advisers, including but not limited to:

7.1.1 Investigation into the Potential Acquirers financial position and ability to pay any part of the Consideration;

7.1.2 The accuracy of information supplied to Potential Acquirers or any representations made to Potential Acquirers;

7.1.3 Due diligence and any verification process of information supplied to the Potential Acquirer including disclosures in relation to any warranties;

7.2 Except as expressly provided in these Conditions, DBTA shall not be liable to the Client for any economic loss, including but not limited to loss of production, loss or any proposed Transaction, loss of profits or anticipated profits, loss of business, damage to the Client reputation or goodwill, damages, costs or expenses payable by the Client to any third party or any other indirect special or consequential loss or claim (whether caused by the negligence of DBTA, its employees or agents) which arise out of or in connection with the provision of the Service (including any delay in providing or failure to supply the Services) or their use by the client.

7.3 DBTA shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any reasonable delay in performing or any failure to perform any of its obligations in relation to the Services if the delay or failure was due to any cause beyond the reasonable control of DBTA

7.4 Nothing in these Conditions shall be deemed to exclude or restrict the liability of DBTA for death or personal injury resulting from its negligence or that of its employees.

7.5 Without prejudice to the provisions of Clause 2, 5 and 6 the total liability of DBTA to the Client for any one claim or for the total of all claims arising from any act or default of DBTA (whether arising from its own negligence or otherwise) shall not exceed the combined total of the Base Fee and any Success Fee paid to DBTA

8. Termination

8.1 Either party may terminate the Order upon giving written notice to the other.

8.2 On the service of such notice at any time during the period of six months from the date of the Order, DBTA shall be entitled to the Base Fee for the month in which such notice is served but not for any further increments to the Base Fee payable during any month thereafter.

8.3 Notwithstanding any termination of the Services a Success Fee will remain payable upon completion, provided that the completion takes place within 24 months of the termination and to a Potential Acquirer identified with DBTA during the project

9. Assignment

9.1 DBTA shall be entitled to sub-contract or assign any part of its obligations hereunder without cost to the Client.

10 General

10.1 A person who is not a party to the Order shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This Clause does not affect any right or remedy or any person which exists or is available otherwise than pursuant to that Act.

10.2 A notice required or permitted to be given by either party to the other under the Order shall be in writing addressed to the other party at the address provided on the Order.

10.3 No waiver by DBTA of any breach of the Order by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.4 If any provision of the Order is held by any competent authority to be invalid or unenforceable in whole or in part of the validity of the other provisions of the Order and the remainder of the provisions in question shall not be affected thereby.

10.5 The Order shall be governed by and construed in accordance with the laws of England and disputes arising in connection with the Order or the Services shall be submitted to the exclusive jurisdiction of the English courts.

10.6 This Order constitutes the entire agreement between the parties and superseded any previous agreement or understanding and may not be varied except in writing between the parties. The Client acknowledges and agrees that it has not entered into the Order in reliance upon any representation, warranty or undertaking which is not set out or referred to in the Order.

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