TERMS AND CONDITIONS OF TRADE ("CONDITIONS")

1. DEFINITIONS

1.1. "Supplier" means Investigator Direct (Operations) Limited

1.2. "Customer" means any person, firm, company or unincorporated association which instructs, buys Services from the Supplier.

1.3. "Contract" means an individual legally binding contract between Supplier and Customer which is created when Services are requested by the Customer and are accepted and supplied by the Supplier according to these Conditions.

1.4. "Services" means any services (which shall include but is not limited to online, information, advisory, consultancy, conference and training services) which are the subject of the Contract and any instalment thereof.

1.5. "Invoice" means the invoice given or despatched to Customer detailing the Services and the Price.

1.6. "Instruction" “Instructs” means any order placed by Customer for the supply of Services by Supplier to Customer.

1.7. "Price" means the total price to be paid by Customer to Supplier for the Goods as specified on the Invoice which shall include VAT where applicable and/or other taxes, duties and appropriate other charges.

2. ACCEPTANCE OF INSTRUCTIONS

2.1 Any quotation relating to Services supplied by Supplier and any mailshot or other advertisement of such Services shall not constitute an offer capable of acceptance by Customer but an invitation to place an Instruction with us for Services. Instructions shall be accepted entirely at the discretion of Supplier and, if accepted, are governed by these Conditions.

2.2 These Conditions shall override any contrary, different or additional terms or conditions contained or referred to in Customer’s Instruction or in any other correspondence or documents from that Customer and no addition, alteration or substitution of these Conditions will bind Supplier or form part of any Contract unless expressly accepted in writing by a person authorised to sign on Supplier’s behalf.

2.3 An Instruction shall be deemed to have been accepted by Supplier on the earliest of:

2.3.1 the acceptance by Supplier of payment in cleared funds for the Services;

2.3.2 commencement by Supplier of supply of the said service or Supplier having provided Customer with access to the said service.

3. PRICE AND PAYMENT

3.1 Price shall be paid in full in cash or cleared funds on or before the date shown on the Invoice as the due date for payment ("Due Date") (unless otherwise agreed in writing). Time for payment shall be of the essence.

3.2 Unless otherwise agreed with Customer, quotations are valid for 30 calendar days from the date of quotation.

3.3 Rates, prices and discounts published in mailshots, advertisements and other documents issued by Supplier are subject to variation at any time without prior notice.

3.4 The Invoice shall be given or despatched by Supplier to Customer once the services have been fulfilled or as soon as reasonably practicable thereafter provided that Supplier reserves the right to despatch further Invoices to Customer in respect of increased or other charges payable under these Conditions and not ascertainable at the time of despatch of the original Invoice.

3.5 If the Price is not paid in full by the Due Date Supplier may :-

3.5.1 cancel or suspend any further Services to Customer (under any Contract);

3.5.2 charge Customer interest (both before and after any judgment) on the outstanding amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 until payment is made in full.

3.6 Customer shall reimburse Supplier (on a full indemnity basis) all costs and expenses incurred by Supplier in connection with the recovery of any money due to Supplier under the Contract.

3.7 Payment made by Customer to Supplier shall be applied by Supplier to Invoices, and to Services listed in Invoices, in such order or manner as Supplier shall, at its entire discretion, think fit.

3.8. Except with the express agreement in writing of Supplier, no deduction shall be made by Customer from any payment for Services for or on account of any matter or thing whatsoever including, but not limited to any set-off, compensation, counter-claim or present or future taxes.

4. CANCELLATION OF CONTRACTS

4.1 Customer may cancel a Contract as follows. For Services Requested:

4.1.1 at any time in writing but such cancellation shall not be effective if commencement of the Services has begun. Credit Notes will only be given in exceptional circumstances and entirely at the discretion of Supplier

5. WARRANTIES GUARANTEE AND LIMITATION OF LIABILITY

Warranties

5.1 Supplier warrants that:-

5.1.2 the Services shall correspond with their description as set out in mailshots, advertisements and other documents issued by it, unless Customer is specifically advised by Supplier to the contrary prior to commencement of the Services (any verbal description of Services or any description provided other than by Supplier shall not form part of their description for the purposes of these warranties);

5.1.3 Such services shall be provided with reasonable care and skill.

5.2 Supplier shall be under no liability under the warranty in clause 7.1 if the Price of the Goods has not been paid in full by the Due Date.

5.3 Whilst reasonable care is taken to ensure the accuracy and completeness of the Services, Supplier makes no representations or warranties whatsoever (whether express or implied at common law or otherwise) regarding fitness for purpose, performance, use, nature or satisfactory quality of the Information or that the Services are free from errors or omissions and other than as expressly provided in these Conditions. All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extend permitted by law.

Guarantee

5.4 Customer shall within 7 days of delivery of services (time being of the essence) give notice in writing to Supplier of any alleged matter or thing by reason whereof of Customer alleges that the Services are not in accordance with the Contract. If Customer shall fail to give such notice, then the Services shall be conclusively presumed to be in accordance with the Contract in all respects and Customer shall not thereafter be entitled to reject the Services or to claim from Supplier in respect of any matter relating to the Services supplied.

5.5 Where a claim is made in accordance with clause 7.4 which Supplier accepts, Supplier may at the Supplier’s sole discretion

5.5.1 Supply the said services free of charge, cancelling any invoice raised in respect of the said services; and/or

5.5.2 Raise a Credit Note to Customer to a value equal to the Invoice raised for the services supplied; and/or

5.5.3 Cancel Customer’s liability to pay part of the Invoice

and thereafter Supplier shall have no further liability to Customer.

Liability

5.6 The entire liability of Supplier under or in connection with the Contract shall not exceed the Price of the Services, except as expressly provided otherwise in these Conditions.

5.7 Nothing in these Conditions shall limit the statutory rights of Customer

6. FORCE MAJEURE

6.1 Supplier shall not be responsible for any delay or failure to fulfil any of its obligations under the Contract nor be liable for any loss or damage suffered or incurred by Customer by reason of any delay in delivery of the Services or any part thereof caused directly or indirectly by any of act of God, war, government or parliamentary restriction, strike, lockout, trade dispute, fire, theft, flooding, breakdown of vehicles or premises, late or non-delivery of any supplies or any other cause whatsoever beyond the control of Supplier.

7. COPYRIGHT AND PERMISSIONS

7.1 All copyright and other rights in the nature of copyright or any other intellectual property right whatsoever in the Services or any materials derived therefrom (other than legal documents prepared for a particular client from a style or precedent) are reserved to the copyright owner and Customer irrevocably acknowledges and agrees that the supply of Services to it by Supplier shall not serve to transfer any such rights.

7.2 No part of the Reports supplied in the conduct of the services may be reproduced in any material form (including photocopying or storing it in any medium by electronic means and whether or not transiently or incidentally) without the written permission of Supplier or as permitted by law. Permission requests should be address to Supplier at the normal mailing address.

Warning : The doing of an unauthorised act in relation to a copyright work may result in both a civil claims for damages and criminal prosecution.

8. TERMINATION

8.1 In the event of Customer committing any breach of any term or provision of the Contract (including, for the avoidance of doubt, these Conditions), going into liquidation, having a Receiver, Administrator, Judicial Factor or other similar officer appointed over the whole or any part of its assets, becoming bankrupt or notour bankrupt or apparently insolvent or granting any trust deed or entering into any composition or similar arrangement with its creditors, or if any circumstances arise which, in the sole opinion of Supplier, render any of the foregoing likely to occur then Supplier shall be entitled, without notice and without any liability whatsoever, to terminate the Contract forthwith and to cancel all Contracts or any part thereof remaining unfulfilled between Supplier and Customer.

8.2 Termination of the Contract shall not discharge any pre-existing liability of Customer to Supplier and on such termination Supplier shall be entitled to recover from Customer such loss or damage as Supplier has suffered by reason of such termination.

9. GENERAL

9.1 No failure of or delay by Supplier to exercise any right, power, remedy or privilege shall operate as a waiver of the same.

9.2 If any provision of these Conditions shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Conditions but the validity and enforceability of the remainder of these Conditions shall not be affected.

9.3 Any notices or other communications required or permitted to be given by Supplier to Customer, or vice versa, under these Conditions shall be in writing and sent, in the case of notices to Supplier, to the address given in these Conditions (or such other address as may be intimated to Customer from time to time) and, in the case of notices to Customers, to Customer’s last known address. Notices and other communications shall be sent by first class mail, facsimile transmission or delivered by hand and shall be deemed to have been received, in the case of first class mail, 72 hours after posting, by facsimile transmission, on the completion of the transmission and by delivery by hand, at the time of delivery.

9.4 Supplier shall be entitled, in its entire discretion, to alter these Conditions or any of them at any time or from time to time whether by way of variation and/or substitution and/or deletion of the subsisting provisions and/or adding new provisions and these Conditions as so altered shall apply to Contracts whether current at the time or entered into hereafter. The Supplier need not supply to the Customer notice in writing of any changes but any changes made by Supplier shall be posted on the Suppliers Website at www.id-net.co.uk and the Customer shall accept that it is their responsibility to note any such changes to the Terms and Conditions.

Supplier may without the prior written consent of Customer assign any benefit or transfer, delegate or sub-contract any of its duties and obligations under these Conditions.

10. JURISDICTION AND GOVERNING LAW

10.1 This Contract shall be governed in all respects by the law of England and Wales and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.

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