Compliance Resource Network Licensing Agreement

1.1 These are the terms under which you may use the website at www.complianceresourcenetwork.com ("Terms"), which is a financial services compliance portal provided on a business-to-business basis ("Site"). The Order Form (defined below) forms part of these Terms.

1.2 The terms 'you/your' used here refers to the Client and its Users where applicable, and 'we/us' refers to Wolters Kluwer Financial Services Limited. The "Client" is the party contracting with us under these Terms as set out in the Order Form. "Users" are employees or subcontractors of the Client who are permitted to use the Site and for whom you have paid the relevant fees. No more than the permitted number of Users set out in the Order Form may access the Site at any one time.

1.3 If there is any conflict between these Terms and the Order Form then these Terms shall take precedence.

1.4 The "Order Form" is the form you submit to us to place an "Order" which is either a request to subscribe to services provided by the Site or to register for a free trial of the Site. The Order is an offer and if accepted by us will form a binding contract with you. Your Order will be accepted by us only when you receive an email from us confirming we accept your Order ("Order Confirmation"). By submitting the Order Form to us or signing and returning the Order Form you accept these Terms. In your Order Form you shall provide us with accurate and complete information and it is your responsibility to inform us of any changes to that information. You may submit more than one Order for different facilities on the Site, all Orders accepted by us will be subject to these Terms. Following Order Confirmation we will provide you with user names and passwords for each User and access to the Site and the services you have requested in the Order Form

1.5 "Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trade marks, service marks and trade names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including, without limitation, know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1.6 You confirm that by subscribing to the Site or registering for a free trial of the Site that you (i) intend to subscribe for the business purposes of a trade or profession, (ii) are not a consumer or competitor and (iii) are an individual you are 18 years of age or older.

1.7 You are responsible for all acts and omissions of your Users as if they were your acts and omissions. You shall ensure that Users are aware of and comply with these Terms.

1.8 You warrant and represent to us that you have authority to accept these Terms.

1.9 You shall indemnify us against all losses, damages, costs, claims or expenses we may incur arising out of or in connection with:

1.9.1 your use of the Site;

1.9.2 any material you post or send through the Site; and/or

1.9.3 any use you make of the information and material available on or through the Site ("Information")

1.10 The Site is published by Wolters Kluwer Financial Services Limited, registered in England and Wales, registration number 04019062, VAT number 825329624, Registered Office: 145 London Road, Kingston upon Thames KT2 6SR. Please contact us via http://complianceresourcenetwork.com/web/crn/contact-us.

2. Your use of the Site

2.1 You may be restricted from areas that contain sensitive or confidential information belonging to third parties. Such areas may require you to make an agreement with third parties including submission to vetting for data protection, money laundering and credit reference status.

2.2 You:

2.2.1 are responsible for anything you say or post on the Site;

2.2.2 may only use the Site for so long as you are authorised to do so;

2.2.3 may not use the Site for any purpose other than for the purpose for which it has been provided under these Terms;

2.2.4 are responsible for your and your Users use of the Site (including the user names and passwords);

2.2.5 shall implement any security measures required by us in order to access the Site; and

2.2.6 you shall ensure that you have procured all necessary consents from Users to enable us to use their information (including their personal data as defined in the Data Protection Act 1998) in connection with these Terms and their use of the Site and have informed them of such use.

2.2.7 will ensure that Users are aware of the provisions of this sub-clause 2.2.7. Users will be able to use a personal calendar and post personal reminders to their User area ("User Data"). You and Users are responsible for all User Data. If you terminate these Terms User Data will no longer be available to you or Users. If you remove a User's access to the Site User Data will no longer be available to that User. User Data may be made available to you or a User if either of you renew your subscription to our services but we cannot guarantee this as we will delete all User Data after a reasonable period has elapsed.

2.3 You agree not to use the Site to do any of the following:

2.3.1 use the Site for illegal or inappropriate purposes;

2.3.2 to (or attempt to) interfere with or disrupt the proper operation of our software, hardware, systems or networks, including (but not limited to) knowingly or negligently transmitting files that may interrupt, damage, destroy or limit the functionality of any computer software, hardware, systems or networks, including corrupted files or files that contain viruses, trojans, worms, spyware or other malicious content;

2.3.3 upload or post spam;

2.3.4 attempt to gain unauthorised access to our computer system or the computer system(s) of any other user, or to parts of the Site to which you do not have access rights;

2.3.5 take any action which does or may cause our service to other users to be interrupted or degraded;

2.3.6 convey any inaccurate, untrue, incomplete, false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious or otherwise objectionable or offensive material of any kind or nature;

2.3.7 carry out any commercial business, send any unsolicited commercial emails, advertise or offer to sell any goods or services, or conduct or forward surveys, contests or chain letters;

2.3.8 knowingly or negligently upload or download files that contain software or other material protected by Intellectual Property Rights (or by rights of confidentiality or privacy of publicity, where applicable) unless you own or control the rights thereto or have received all necessary consents;

2.3.9 infringe any of our or third party Intellectual Property Rights;

2.3.10 falsify the origin or source of any content or other material;

2.3.11 collect or store other users' personal data; or

2.3.12 impersonate any person or entity or misrepresent any affiliation with any person or entity in your use of the Site or in materials you post on the Site.

3. User name and password

3.1 We shall provide you with user names and passwords to access the Site, which shall be used solely by you and your Users.

3.2 You:

3.2.1 are responsible for ensuring that any user name and password remains confidential and for taking such other precautions as may be necessary to ensure they cannot be used by any unauthorised person;

3.2.2 must notify us immediately if: (a) you suspect that any user names and passwords have in any way become compromised; and/or (b) a User with a user name and password leaves your employment, and you must take all necessary steps to promptly terminate access of such user names and passwords to the Site.

3.3 If we believe that there is likely to be a breach of security we may require you and your Users to change user names and passwords or suspend access to the Site. We reserve the right to edit, amend or issue new user names and passwords or require a change of user names or passwords at any time by giving notice to you.

3.4 At our discretion we may allow a transfer of a user name and password from one User to another, for example due to a change in your personnel. You may not transfer user names and passwords between Users without our permission.

4. Licence

4.1 All Intellectual Property Rights in all material or content supplied as part of the Site shall remain at all times vested in us or our licensors. Except as set out in these Terms, you are not permitted (and shall not permit any third party) to use or reproduce any of our Intellectual Property Rights and/or any Intellectual Property Rights of third parties on the Site without prior written permission.

4.2 All licences granted under this Agreement shall be personal to you and you shall not assign them to any third party. We grant you and your Users (for whom you have paid a licence fee) a non-exclusive, non-transferable and revocable licence to access and use the content on the Site for your own use only, subject to and in accordance with these Terms.

4.3 You shall not charge a fee for access to, or use of, the Site by Users.

4.4 You shall ensure that you and your Users have in place the minimum technical requirements notified to you by us in order for you and the Users to access the Site.

4.5 Except as expressly permitted by these Terms, you may neither (and agree not to assist or facilitate any third party to) copy, download, reproduce, publish, broadcast, archive, store (including but not limited to on internet, intranet, extranet, network or database), transmit, distribute, reproduce, display, commercially exploit (including but not limited to sub-licensing, assigning or leasing), modify, adapt, create derivative works (except as permitted by law) of nor tamper with or remove notices or marks relating to Intellectual Property Rights in, the Site and/or its contents, nor cause, allow or suffer persons to access the Site for whom we have not issued user names and passwords.

4.6 You may download content by way of web browsing and may store it temporarily on one workstation per User not accessible to other workstations and may print one copy per User of downloaded content so far as it is necessary to use the Site and provided that you and your Users do not alter, amend or delete any Intellectual Property Rights notices or marks. Reproduction of all or part of the Site in any form is prohibited for any other purpose. Except as set out in this Clause 4, none of the content of the Site may be copied or otherwise incorporated into or stored in any other electronic system, publication or other work in any form (whether hard copy, electric or other).

4.7 You acknowledge that by posting materials on the Site you grant to us and our licensors and assigns an irrevocable, perpetual, non-exclusive, royalty-free, world-wide licence to use the materials other than your trade mark within the Site and in any other manner. The licence extends to reproducing, modifying, translating, copying, distributing, broadcasting, and otherwise transmitting, and adapting and editing such materials. We may use such materials in our discretion and may remove them from the Site at any time without notice to you (including but not limited to discussion forum postings, which we reserve the right, but have no duty, to moderate).

4.8 You are not allowed to (a) frame, spider, harvest or scrape the Site's contents and/or (b) link to the Site in any way unless you have our prior written permission.

4.9 You grant us an irrevocable, perpetual, non-exclusive, royalty-free, world-wide licence to publish your company name on our client list and to publish the name and content of any testimonial or feedback you give us.

4.10 If you become aware of a breach of this Clause 4, you shall notify us immediately.

5. Payment

5.1 We shall only provide access to the Site once you have paid all fees to us (as set out in the Order Form) in advance.

5.2 We shall submit an invoice to you by post, fax or email to an address provided by you, for your use of the Site as set out in your Order Form.

5.3 Payment may be made by cheque, BACS or credit card.

5.4 All fees are excluding VAT.

5.5 We reserve the right to impose reasonable fee increases for services provided under these Terms.

5.6 You shall neither make nor assert any right of deduction or set off on invoices submitted by us.

6. Cookies

We use cookies and web beacons (also known as clear GIFS or web bugs), to find out how we use them please refer to our privacy policy http://www.complianceresourcenetwork.com/web/crn/privacy-policy.

7. Changes to these Terms and the Site

7.1 From time to time and at our sole discretion, we shall have the right to add to, modify, or remove any of the Site without liability under these Terms and if we do so we shall use reasonable endeavours to replace those parts of the Site with an equivalent where practicable.

7.2 We reserve the right to change these Terms at any time. Such revised Terms will be posted on the Site and sent to you. By continued use of the Site 30 days after such Terms have been posted on the Site or sent to you whichever is the earliest, you agree to abide by such changes. During the 30 day notice period you are entitled to cancel these Terms in writing and claim a pro rata refund of any unused fees paid to us.

7.3 We reserve the right not to publish information or materials which you submit for the Site.

7.4 Access to the Site may be interrupted, restricted or delayed. If for any reason the Site or our service to you is interrupted we will aim to restore our service as quickly as possible (to the extent that it is within our reasonable control to do so), although we shall be under no obligation to do so and shall not be liable in the event that we have not done so.

8. Liability

8.1 Subject to Clauses 8.2, 8.3 and 8.4 we shall not have any liability to you for any:

8.1.1 loss (whether direct or indirect) of goodwill or injury to reputation;

8.1.2 loss (whether direct or indirect) of or corruption to data;

8.1.3 loss (whether direct or indirect) of service;

8.1.4 loss (whether direct or indirect) of revenue or profits; 8.1.5 loss (whether direct or indirect) of anticipated savings; 8.1.6 loss (whether direct or indirect) of opportunity;

8.1.7 loss (whether direct or indirect) of business; or

8.1.8 indirect, incidental, consequential or special loss or damages, in each case arising out of or in connection with these Terms including without limitation as a result of breach of contract, strict liability, negligence or any other tort (under statute or otherwise) regardless of whether we knew or had reason to know of the possibility of the loss, injury or damage in question.

8.2 Subject always to clauses 8.1 and 8.3, our aggregate liability to you in respect of all losses, damages, costs, claims or expenses arising out of or in connection with these Terms (including without limitation as a result of breach of contract, strict liability, negligence or any other tort), shall be limited to, and shall in no circumstances whatsoever exceed, an amount equal to the total fees paid by you for the use of the Site in the 12 month period immediately preceding the date the claim accrued.

8.3 Nothing contained in these Terms shall restrict either party's liability for:

8.3.1 personal injury, illness, disease or death resulting from any act, omission or negligence of that party or its officers, agents, employees or sub-contractors; or

8.3.2 fraud or fraudulent misrepresentation.

8.4 Nothing in this Clause 8 shall affect either party's right to terminate these Terms in accordance with these Terms.

9. Disclaimers

9.1 You acknowledge Information is: 9.1.1 for your general information and use and is not intended to address your particular requirements;

9.1.2 not endorsed by us;

9.1.3 provided by other users and third parties;

9.1.4 not advice; and

9.1.5 used at your own risk and we will not be responsible or liable to you for any loss whatsoever that you suffer due to your use of the Site and/or Information.

9.2 You should seek independent advice before making any decision based on the Information.

9.3 Any assistance provided to you by us after an enquiry by you to our employees (in relation to use of the Site only) must be solely at your own risk. We may withdraw assistance if your use goes beyond what we consider is reasonable.

9.4 We shall not be liable for any delay in or non-performance of our obligations under these Terms to the extent that the delay or non-performance is due to any cause beyond our reasonable control including but not limited to the acts, defaults or omissions of suppliers or subcontractors, failure of any telecommunications or power network, war, undeclared hostilities and terrorism, industrial action and acts of God.

9.5 We do not endorse or approve the content of any third party website (nor any products or services provided by such third party websites) nor will we have any liability in connection with any of them (including, but not limited to, liability arising out of any allegation that the content of any third party website infringes any law or the rights of any person or entity).

9.6 We do not vet other users of the Site and cannot vouch for their character, solvency or suitability for your purposes and accept no liability to you or them in connection with any aspect of your arrangements, dealings or agreements with them.

9.7 We make no express or implied representation or warranty:

9.7.1 that the Site will be available for access all the time, or at any time on a continuous uninterrupted basis (access to the Site may be affected, for example, by routine maintenance, repairs, reconfigurations or upgrades);

9.7.2 as to the operation, quality or functionality of the Site;

9.7.3 that the Site will be free of errors or defects; and

9.7.4 that the Site is free from viruses or anything else that has contaminating or destructive properties including where such results in loss of or corruption to your data or other property. We will not be liable for any data loss or any equipment or software replaced by you as a result of use of the Site.

9.8 The Site provides advice in a variety of business practices. You acknowledge that the advice is general in nature, and you are solely responsible for the operation of your business, and the decision to implement any practices featured in the Site.

9.9 All implied warranties or conditions of satisfactory quality, fitness for purpose, completeness or accuracy are hereby excluded, to the maximum extent permissible by law.

10. Term and Termination

10.1 These Terms commence on the commencement date set out in the Order Confirmation and, subject to earlier termination in accordance with these Terms, will continue for the minimum term set out in your Order Form from and including the commencement date set out in the first Order Confirmation you receive ("Initial Term").

10.2 Following expiry of the Initial Term these Terms will, subject to earlier termination in accordance with these Terms, continue for successive one year periods until terminated by either party giving not less than 30 days' written notice of termination to the other, such termination to take effect only at the end of the Initial Term, or any subsequent anniversary of the end of the Initial Term.

10.3 If in an Order you add additional Users and/or services to existing Orders then you shall be charged pro rata for those Users and/or services up to the end of the Initial Term.

10.4 If either party shall have had a petition for winding up presented against it or is the subject of an administration application or has had an administrator appointed in respect of it or shall have appointed a liquidator or shall have had a receiver appointed over all or any part of its property undertaking or assets or if either party shall have sought to enter into an arrangement with its creditors then and in any such case the other party may terminate these Terms immediately.

10.5 If you breach our Intellectual Property Rights then and in any such case we may terminate these Terms immediately.

10.6 In the event that any invoice remains unpaid by you 45 days after it is due, we, at our sole discretion, may suspend access to the Site and terminate these Terms.

10.7 We may terminate these Terms immediately for convenience on written notice to you and will refund you pro rata any fees unused as at the date of such termination.

10.8 If either party shall be in breach of any provision of these Terms and such breach is incapable of remedy or continues for a period of 30 days after written notice (stating in reasonable detail the nature of the claimed breach) requiring the same to be remedied has been given by the innocent party to the defaulting party, the innocent party may terminate these Terms immediately by written notice to the defaulting party.

10.9 You may terminate in accordance with Clause 7.2.

10.10 Upon any termination of these Terms:

10.10.1 you shall, and shall ensure that your Users, cease to use or have access to the Site in any format. We may request that you certify or otherwise provide reasonable assurances of your compliance with this obligation;

10.10.2 both parties will continue to respect and uphold all Intellectual Property Right obligations; and

10.10.3 if termination is due to your default or breach then we will not repay any fees you have paid to us: if termination is due to our default or breach then we will refund you pro rata any fees unused as at the date of termination.

10.11 Any termination of these Terms shall be without prejudice to the accrued rights of the parties under these Terms.

10.12 Termination or expiry of these Terms howsoever caused shall not affect any provision of these Terms which is expressly or by implication intended to come into effect on, or to continue in effect after, such termination or expiry.

11. Notices

11.1 Any written notice required or permitted to be given hereunder shall be given by (a) first class postage, postage prepaid; (b) registered or special delivery or recorded mail with a delivery signature requested; (c) confirmed facsimile; or (d) nationally recognised courier service to the address set out in these Terms at Clause 11.2 for us and for you the address you provide to us in your first Order Form or in the event that another address has been notified by a party to the other in accordance with and making specific reference to this Clause 11 then to such notified address. All such notices shall be effective on receipt.

11.2 Notices and communication to us should be sent for the attention of the Managing Director and Vice President Wolters Kluwer Financial Services, 250 Waterloo Road, London SE1 8RD with a copy to the Legal Department, 6815 Saukview Drive, St. Cloud MN 56303.

12. General Terms

12.1 No provision of these Terms is intended to confer a benefit on, or be enforceable by, any person who is not a party to this Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Except that, any of our group companies may enforce these Terms as if they were us.

12.2 You are not permitted to assign these Terms. No variation of these Terms or rights contained in these Terms is permitted unless agreed by us in writing.

12.3 Any failure to exercise or any delay in exercising a right or remedy provided by these Terms or at law or in equity (and/or the continued performance of these Terms) will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any provision of the Terms will not constitute a waiver of any other breach and will not affect the other provisions of these Terms.

12.4 The rights and remedies provided by these Terms are cumulative and (except as otherwise provided in these Terms) are not exclusive of any rights or remedies provided at law or in equity.

12.5 These Terms constitute the entire agreement and understanding between the parties in respect of the matters dealt with in them and supersedes any previous agreement between the parties relating to such matters.

12.6 Each of the parties represents and agrees that in entering these Terms it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to these Terms or not) other than as expressly set out in these Terms. You give up any rights against us regarding any warranty or representation except in respect of any warranty or representation expressly made in these Terms. The only remedy available to you for breach of the warranties will be for breach of contract under the terms of these Terms. No party shall be entitled to rescind these Terms (except for fraudulent misrepresentation).

12.7 If any provision of these Terms is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be prejudiced.

12.8 Nothing in these Terms shall be construed as creating any agency, partnership or any other form of joint enterprise between you and us.

12.9 In the event of any dispute arising out of or relating to these Terms, the party raising the matter in dispute will notify the other in writing describing the nature of the dispute. Each party will then appoint one or more representatives who will promptly meet and negotiate in good faith to reach a fair and equitable settlement. Nothing in this Clause 12.9 will prevent us from seeking the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms.

12.10 These Terms and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with the laws of England and Wales. 12.11 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with these Terms.