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LICENCE AGREEMENT 1 Definitions *Company* means Blue Sky Business Planning Ltd, F3, 23 Brunswick Square, Hove, East Sussex, BN3 1EJ. *Licenced Service* means the online software application and Associated Documentation that the Company supplies in accordance with these conditions. *Intellectual Property Rights* means all rights in and to the Licenced Service and Associated Documentation and any subsequent modifications or changes to the Licenced Service including copyright, registered design, trademarks or similar rights, including all renewals and extensions thereof. *Customer* means the person, company or business subscribing to the Licenced Service(s). *Associated Documentation* means any delivery mechanism, documentation, CD-ROMS or other downloadable materials that the Company uses in the supply of the Licenced Service to the Customer. *Licence Period* means the 180 day period for each subscription that the Company permits the Customer to use or access the Licenced Service. *Licence Fee* means the price specified by the Company in respect of the Licenced Service and any inclusive services specified for the option selected by the Customer 2 Disclaimer of Professional Advice The provision of the Licenced Service and any inclusive services does not constitute the provision of legal, accounting, or financial advice and in this respect the Company specifically disclaims any and all responsibility for legal, accounting and other issues which may arise. Reference should also be made to Section 10 below. 3 Basis of the Sale 3.1 The Company the Company, will deliver online the Licenced Service to the Customer, and The Customer shall access the Licenced Service subject to these conditions of sale, which govern the contract between the Company to the exclusion of any other terms which may appear on the Customer?s purchase order or any document referred to therein. 3.2 No variation to these conditions shall be binding unless agreed in writing by the Company. 4 Price of Licenced Service 4.1 In return for payment by the Customer of the Licence Fee the Company grant the Customer a non-transferable non-exclusive right to use the Licenced Service from the date on which the Company allow online access for the Customer to use the Licenced Service and for the duration of the Licence Period after which the Licence will be deemed to be terminated unless otherwise renewed or extended. 4.2 Any Licence Fees quoted by the Company shall be deemed to exclude any applicable VAT unless otherwise stated. 4.3 The Company reserve the right, by giving notice to the Customer at any time before receipt of the Customer?s re-order, to increase the Licence Fee. 5 Payment Terms Subject to any agreed special terms, the Customer agrees to pay the Licence Fee prior to being allowed access to the Licenced Service. 6 Supply of Licenced Service 6.1 The Company may withhold the supply of the Licenced Service and Associated Documentation at its discretion. 6.2 Once the Customer has paid for the Licenced Service in accordance with these conditions, The Customer will be deemed to have inspected the Licenced Service. 7 Security 7.1 The Company will issue the Customer with an account ID and the Customer will be able to create a password(s). These are essential for the Customer?s secure use of the service. The Customer must ensure that password(s) are kept confidential, secure and are used in accordance with all relevant instructions. 7.2 To ensure that the service remains secure, the Customer must not change or attempt to change an account ID. 7.3 If the Company considers there is likely to be a breach of security or misuse of the service the Company may: (a) change the Customer?s password and then the Company will notify the Customer that the Company have done this; and/or (b) suspend account ID and password access to the service. 7.4 If the Customer thinks that any account ID or password has become known by someone not authorised to use it, or if any password is being or is likely to be used in an unauthorised way, the Customer needs to inform the Company immediately. 7.5 If any of the information the Customer gives to the Company when the Customer signs up for the service changes, including any changes to the Customer?s personal or payment details, the Customer must inform the Company immediately. 8 Service Provision 8.1 The Company may need to temporarily suspend the service for operational reasons (e.g. for repairs, planned maintenance or upgrades), but before the Company does so the Company will give The Customer as much notice as is possible. The Company will restore the service as soon as possible after any suspension. 8.2 The Company may have to alter code or access numbers or technical specification associated with the service for operational reasons, and in circumstances where the Company needs to inform The Customer, the Company will give the Customer as much notice as is possible. The technical specification will only be changed where this will not materially affect the performance of the service. 8.3 Although the Company attempts to provide the Customer with the best possible service, the Company cannot guarantee that the service will never be faulty. However, the Company will correct all reported faults as soon as the Company reasonably can. 9 Rights to Use and Intellectual Property Rights The Customer hereby acknowledges and agrees that: 9.1 The Licenced Service and any Associated Documentation are the sole property of the Company and all Intellectual Property Rights shall be and remain vested in the Company. 9.2 The Customer will effect and maintain adequate security measures to safeguard the Intellectual Property Rights from theft and from access by any person other than the Customer, or the Customer?s duly authorised persons. 9.3 The Customer will inform the Company immediately: - should the Customer receive information from a third party of the Intellectual Property Rights purportedly infringing that third party?s rights; and - should the Customer become aware of a third party infringing the Intellectual Property Rights. 9.4 For the avoidance of any doubt the Customer hereby acknowledges and agrees that the Licenced Service is for the Customer?s own use or for the use of the Customer?s duly authorised persons and is protected by copyright, trademark and other intellectual property rights and in particular that the software or any part of it contained in the Licenced Service may not be: - Used to produce illegal copies; - Lent, leased, sold, distributed, encumbered or passed on to third parties for whatever use or purpose; - Used to create derived products; - Used as a supplement to, for the creation of, or for changes in other databanks; - Copied, reconstructed, reverse engineered, decompiled, translated or modified in any way. - Networked, sub-leased or sub-licenced. - Displayed on a public bulletin-board, file transfer protocol site, worldwide web site, chat room or through any other unauthorised means. - Used for any immoral, illegal or other purpose which may be determined as threatening, abusive or harmful. - Copied, stored, adapted, modified, transmitted, distributed externally, played or showed in public, broadcasted or published in any way. 10 Liability 10.1 The Customer's remedies in respect of any claim under any condition implied by law or any other claim in respect of the Licenced Service or any workmanship in relation to them (whether or not involving negligence on the part of the Company) shall, in all cases, be limited to a refund of the Licence Fee as aforesaid and any condition or warranty implied by law shall cease to apply after expiry of the Licence Period and the Company shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential, and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law. 10.2 The Company has made every reasonable effort to ensure that the information contained within the Licenced Service is up to date and accurate, however, it should not be taken as a definitive guide to every area of concern, nor should it be considered sufficiently full and accurate to cover every situation. Further information and appropriate professional advice should be sought. Whilst care is taken to ensure the accuracy of the data contained with the Licenced Service they are provided on the understanding that no responsibility attaches to the Company and the Company shall not be liable under the contract or otherwise for any consequential loss or damages (including without limitation loss of contract, loss of use, loss of profit, failure to achieve any objectives connected with the preparation of a Business Plan, or other economic loss and whether caused by the negligence of the Company, the Company?s employees or agents or otherwise) which arises out of or in connection with the supply of The Licenced Service. 10.3 The Licenced Service does not offer legal or accounting advice and the Company specifically disclaim any and all responsibility for legal, accounting and other issues which may arise. 11 Termination 11.1 The Company may terminate this Licence forthwith by notice in writing to the Customer on any of the following grounds: - that the Customer is in irredeemable breach of this Licence. - that the Customer is in redeemable breach of this Licence and remains in breach for a period of 14 days after written notice from the company requiring such breach to be remedied. 11.2 If the Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or if a receiving order is made against it or (being a company) it shall pass a resolution or the court should make an order that the Customer shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the Company or if the Customer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the court or a creditor to appoint a receiver (including an administrative receiver) or a manger or which entitle the court to make a winding up order or if the Customer takes or suffers any similar action in consequence of debt or if the financial responsibility of the Customer shall, in the opinion of the Company, become impaired or if the Customer shall commit any breach of any part of the contract, the Company may, without prejudice to its rights and remedies under these conditions, suspend all Licenced Services and by giving notice to the Customer may terminate the contract immediately. 11.3 Termination of this Licence howsoever arising will be without prejudice to the rights and duties of either party accruing before termination. 12 Rights on Termination 12.1 On termination of this Licence howsoever arising the Customer must remove all copies of business plan(s) created with the Licenced Service and any Associated Documentation in the Customer?s possession or under The Customer?s control or in whatsoever form from any computer in the Customer?s possession or under the Customer?s control. 13 Cancellation 13.1 No order which the Company has accepted may be cancelled without our written consent and if the Company consents the Customer agrees to indemnify the Company against all loss and expenses (including loss of profit) incurred by us. 14 Transfer 14.1 No party can transfer this contract except that the Company can transfer all or part of it to a company that is a subsidiary or holding company of the Company, or a subsidiary of that holding company (all as defined by Section 736 of the Companies Act 1985 as amended by the Companies Act 1989). 15 Force Majeure 15.1 The Company will not be liable to The Customer or deemed to be in breach of contract by reason of delay or failure to perform any of our obligations, if the delay or failure was due to any cause beyond our reasonable control. 16 General 16.1 No waiver by the Company of any breach of the contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. 16.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part of the validity of the remainder shall not be affected. 16.3 These Conditions and the contract are subject to English Law and the exclusive jurisdiction of the English Courts. 16.4 A person who is not party to this agreement shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This cause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. 16.5 Each of the parties to this agreement undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other which it has obtained or received as a result of discussions leading up to the entering into of this agreement or which it has obtained during the course of this agreement except any information which is: trivial or obvious; already in its possession other than as a result of a breach of this clause; or in the public domain other than as a result of a breach of this clause. 16.6 Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 16.5 by its employees, agents or sub-contractors. 16.7 The Customer shall not without the prior written consent of the Company assign, transfer, charge or deal in any other similar manner with this agreement or its rights or any part of them under this agreement, or purport to do any of the same, nor sub-contract any or all of its obligations under this agreement.

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