Allagraf Contracts Limited terms and conditions

Ownership

Paction is protected by copyright and remains at all times the sole and exclusive property of Allagraf Contracts Limited ("Allagraf"). Paction incorporates proprietary materials belonging to ICC Publishing SA ("the Materials"); the Materials are protected by copyright and remain at all times the sole and exclusive property of ICC Publishing SA. ICC Publishing SA is a wholly owned subsidiary of the International Chamber of Commerce and your use of the Materials is subject to its separate terms and conditions set out below.

Allagraf grants you a non-exclusive licence to use Paction and the Materials for the fees and on the terms and conditions set out below.

Fees, payment and refunds

This is the fee structure; all fees are exclusive of value added tax ("vat").

You will pay Allagraf if you become a registered user and also when you create and save a new contract or when you negotiate or accept a contract that is offered to you. If you are not a registered user, you will pay fees at the introductory offer rate detailed above.

Each party to a contract pays once per contract for an unlimited number of rounds of negotiation. You may also pay in advance for a number of contracts.

If you pay by credit card, you will have use of Paction and the Materials immediately after payment has been made. Allagraf will confirm your payment by email.

You may also elect to pay on receipt of Allagraf's invoice. Allagraf will confirm receipt and clearance of such payment by email and you will then have use of Paction and the Materials.

Allagraf will post you an invoice detailing the services that it has provided on a monthly basis.

Allagraf will refund the fees paid for any specific service that you do not receive. To claim your refund, please contact Allagraf by email (Paction@allagraf.com) or by telephone (+44 (0)20 7367 4000) during UK business hours and quote the details from Allagraf's invoice to you. Your claim must be made within 30 days of the date of the invoice relating to service in question. Any refund due will be made in pounds sterling to your credit card account or by cheque depending on the method of payment for the fees being refunded.

Right to use

You are granted a limited personal licence to access and use Paction and the Materials from a server operated by or on behalf of Allagraf. You may access Paction and the Materials on-line simultaneously with other Paction users and transmit the online texts resulting from your use of Paction ("the Texts"). You may not otherwise copy Paction itself or the Materials in whole or in part. You may print out but not modify hard copies of the Texts.

Your licence to use Paction and the Materials may also be subject to other rights and obligations; if so, these will be contained in a separate written agreement with Allagraf and may require an additional licence fee.

Restrictions on use

Except as expressly set out above, you may not reproduce, modify or commercially exploit Paction, the Materials or the Texts in whole or in part in any way whatsoever.

The limited right to use given under these terms and conditions does not allow you to reverse engineer, decompile, disassemble, electronically transfer, modify, translate, make any attempt to discover the source code of or create derivative works from Paction.

You may not remove existing copyright and trade mark notices from Paction, the Materials or the Texts.

Protection and security

You acknowledge that Paction contains confidential information and that unauthorised copying and use are harmful to Allagraf.

Disclaimers

Allagraf makes no warranty whatsoever about Paction, the Materials or the Texts; they are all provided 'as is'. You expressly acknowledge that your use of Paction, the Materials and the Texts is at your sole risk.

So far as permitted by law, Allagraf disclaims all conditions, representations and warranties, express or implied, including without limitation any warranties as to satisfactory quality or fitness for any particular purpose in relation to Paction, the Materials and the Texts. Allagraf does not warrant that Paction, the Materials or the Texts will meet your requirements or that operation of Paction will be uninterrupted or error free.

Limitation on liability

You expressly acknowledge that the following limitations are reflected in the payments to be made by you for use of Paction.

In no event will Allagraf be liable to you or any other person for any consequential, exemplary, incidental, indirect, special or similar damages (including any lost or anticipated profits or loss of data) arising directly or indirectly from the use or the inability to use Paction, the Materials or the Texts even if Allagraf has been advised of the possibility of such damages.

In any event, Allagraf's liability to you and/or any other person for any reason and for any cause whatsoever shall be limited a sum equal to the sums paid by you to Allagraf in the twelve (12) month period prior to the date on which such cause of action arose.

Allagraf will not be liable to you or any other person for any failure to perform or delay in performance arising from force majeure or circumstances beyond its reasonable control.

Trade marks

ALLAGRAF and the Allagraf logo are trade marks of Allagraf Limited licensed for use by Allagraf Contracts Limited. ICC, the ICC logo and INTERNATIONAL CHAMBER OF COMMERCE are trade marks of the International Chamber of Commerce licensed for use by ICC Publishing SA. All rights reserved.

General

Some countries may not allow the disclaimers, exclusions or limitations contained in these terms and conditions so that they might not apply to you.

If and to the extent that any provision or part of any provision of these terms and conditions is illegal, void, voidable or unenforceable such provision or part shall be deemed to be severable and the remainder shall remain in full force and effect.

No variation of these terms and conditions will be effective unless in writing and signed by you or on your behalf and for and on behalf of Allagraf.

The laws of England will govern this agreement and you and Allagraf both submit to the non-exclusive jurisdiction of the English courts.

If you have any questions about this agreement, or wish to communicate with Allagraf for any reason, please contact Allagraf at 1 Gainsford Street, London SE1 2NE or by telephone at +44 (0)20 7367 4000 or info@Allagraf.com.

Allagraf Contracts Limited is registered in England and Wales under company registration number 3928929. Its vat registration number is 756871583.

© Allagraf Contracts Limited 2002 All rights reserved

ICC LEGAL NOTICES

ICC PUBLISHING® LIMITED WARRANTY AND PROPRIETARY RIGHTS STATEMENT

Copyright: The proprietary materials contained in Paction belong to ICC PUBLISHING and are protected by copyright laws applicable in France, Europe, the United States, and generally in all countries belonging to the international copyright conventions.

Conditions for use:.

Any use other than that provided for under the terms of your agreement with Allagraf requires a specific license for same with an additional fee.

Limited Warranty : ICC PUBLISHING PROVIDES ITS PROPRIETARY MATERIALS AND ANY TEXTS GENERATED BY THE APPLICATION THROUGH THE USE OF SUCH MATERIALS ON " AS IS " BASIS.

Disclaimer of other warranties : ICC PUBLISHING EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WITH RESPECT TO THE PROPRIETARY MATERIALS CONTAINED WITHIN PACTION. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

Limitation on liability : It is explicitly agreed that ICC PUBLISHING shall in no case be held responsible for damages sustained by the End User due to any use to which Paction is put other than that for which it was supplied.

IN NO EVENT SHALL ICC PUBLISHING BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR ICC PUBLISHING SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO USE OF THE ICC PUBLISHING PROPRIETARY MATERIALS OR THE TEXTS GENERATED BY ICC PUBLISHING PROPRIETARY MATERIALS OR BY PACTION, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE.

Force majeure : ICC PUBLISHING shall not be held responsible in case of impossibility or delay in performance due to force majeure or any other event beyond its control.

Trademarks : ICC is a registered trademark of the International Chamber of Commerce in France, the United States and in other countries.