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TERMS OF SERVICE AGREEMENT

DEFINITIONS

The “Company” means Cedar Rose International Services Limited, Registered in Cyprus No. 205517, with its head office located at Suite 5A, Kitallides Building, 3 Georgiou Katsounodou Street, 3036 Limassol, Cyprus The “Client” means any person, firm or company purchasing the goods or services supplied by the Company. The “Agreement” means the Agreement between the Company and the Client for the sale of goods and/or services from the Company to the Client. “Data” or “Services provided” mean information, reports (including sample and trial), products or services offered and delivered or made available to the Client including business intelligence and information services and reports provided electronically by fax or otherwise via prior agreement of both parties. Agreement to purchase goods or services is acceptance by the Client of these terms.

CALCULATION OF FEES AND OTHER CHARGES

Fees and turnaround times for reports are initially applied at the Company’s standard prices,
which can be made available upon request from ClientServices@cedar-rose.com.

BILLING ARRANGEMENTS

a. Billing occurs at the end of each month for Company Credit Reports, Company Registration Data Reports and Company Snapshot Reports with the description of      work performed during that month
b. Billing occurs at the end of each week for Due Diligence types reports, services and investigations with the description of work performed during that week
c. Billing can be made for each task or assignment if agreed in advance with the Company.
d. Bills are payable within 30 days of the date of invoice.

PAYMENT TERMS AND NON-PAYMENT

The Client is liable to pay for all goods and/or services supplied by the Company on or before the 30th day following the date of the invoice. If payment is not paid by the 30th day following the date of the invoice the Company shall be entitled to charge a penalty of 8% per month on the amount due from that date until the date of the payment in full (whether before or after judgment). If invoices become outstanding for more than 90 days, the Company reserves the right to suspend the account until payment is received.

TERMINATION BY THE CLIENT

The Client may terminate this agreement by giving the Company a written notice at any time and will be liable for all work fees incurred up to that time. If the Client does not provide such a notice, it will be obliged to pay all fees for work done and for other charges incurred. The Client shall not be entitled to cancel an order once accepted in whole or part, except by prior agreement with the Company.

TERMINATION BY THE COMPANY

The Company may terminate this agreement and stop acting for the Client if:
   i. The Client does not comply with this Agreement;
   ii. The Company forms the opinion, on reasonable grounds, that mutual confidence and trust do not exist between both parties; or
   iii. The Company believes on reasonable grounds that, by continuing to act for the Client, it may breach the professional conduct rules which are binding upon
         professionals in the Business Intelligence industry.

CONDITIONS APPLICABLE

Unless otherwise agreed in writing these conditions within this agreement shall prevail over any conditions stipulated by the Client.

SPECIFIC CONDITIONS OF SALE

The Company reserves the right to decline to trade with any other company or person. In the event that the Company declines to accept an order in respect of which payment has been received, the full amount of such payment will be refunded.

PRICES AND QUOTATIONS

Any prices may (unless otherwise stated in a quotation) be varied by the Company in accordance with cost variations.

DELIVERY

The Company shall endeavour at all times to meet quoted delivery speeds. However, any delivery speed quoted is not guaranteed nor is the time quoted for delivery a condition of the Agreement. The Company will not be liable for any failure to meet a delivery date or time nor for loss or consequential loss of any kind arising from a delay in delivery howsoever caused. Delivery speeds quoted apply to the Company’s Cyprus office working hours only, which are 9.00am to 6.00pm local time (GMT+2), Monday to Friday and do not include Cypriot Public Holidays. When calculating delivery dates, the day of receipt of the enquiry is not to be counted as a working day.

NON-DELIVERY

The Client has 5 days from the invoice date; to inform the Company of any discrepancy in the quantity delivered or of any matter, which may delay or affect payment of the invoice.

SUB-CONTRACTORS

The Company may assign and delegate its responsibilities and/or obligations by utilising sub-contractors in order to complete the assignments in full or in part. Placing orders with the Company therefore gives written consent by the Client to the Company and waives the liability of the Company for the acts and omissions of any sub-contractor.

TRANSFER CHARGES

The amount of the invoice should be received in full by the Company, free of international transfer charges or any other deductions by the Client’s bankers or any intermediary bank.

LEGAL LIABILITY

Whilst the Company seeks to ensure the accuracy of the information and/or report(s) ("Data") supplied to the Client, the Company makes no warranty, guarantee or representation as to the correctness or accuracy of the Data provided to the Client. The Company and employees of the Company shall have no liability to the Client or to any third party in relation to damages or for any loss of profit, expense, goodwill or any indirect or consequential loss incurred by the Client or third party for inaccuracies, opinions, errors, omissions, changes or misrepresentations relating to or contained in the Data. The Company shall not be liable in relation to damage to the Client or any third party's computer hardware or software resulting from any act, omission or negligence of the Company or its employees. The Company shall not be liable to any third party as a result of any breach of its contractual obligations, any representations, any information or report(s) supplied to a Client(s), statement or tortuous act or omissions arising under or in connection with this Agreement. The Client shall be entirely responsible for any Username and Password provided to access the Company’s website and for payment of all and any reports downloaded using the Client’s Username and Password. The Client shall be entirely responsible for cancellation and changes to Log in details following staff changes.

NO TRACE REPORTS

The Company shall conduct a thorough investigation according to the details provided by the Client and within the agreed time frame. The Client agrees to pay the Company in full for the report provided, even if the subject is not traced during that investigation. The Company agrees to provide a Follow Up report, free of charge, for up to one month following the original order delivery date should the Client be able to provide further information which leads to the subject of the report being traced.

COPYRIGHT

The copyright in any Data provided to a Client is and remains the property of the Company. The Data may not be copied, distributed, sold, reproduced, licensed or dealt with in whole or in part without the prior written consent of the Company. All use of the Company's Data shall be accredited with the Company's moral rights.

FORCE MAJEURE

The Company will not be responsible for delays or non-performance directly or indirectly caused by lack of adequate instructions from Clients, governmental regulations or requirements, unavailability of resources, work stoppages, strikes, slow-downs, boycotts and other causes (whether or not similar in nature to any of those herein before specified) beyond the Company’s reasonable control.

LAW

This Agreement shall in all respects be constructed and operate as a Cypriot Agreement, conform to and be governed by Cypriot law and subject to the jurisdiction of the Cypriot Courts.