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Centaur Communications Limited The Lawyer.com Standard Terms and Conditions for Advertisers All material accepted for publication on The Lawyer.com is subject to these Terms and Conditions. No other condition will be binding unless agreed in writing with Centaur Communications Ltd. The placement of any order for the publication of material on The Lawyer.com will be deemed acceptance of these Terms & Conditions. Definitions In these Terms and Conditions, the following words and phrases shall be constructed as follows: "Publisher": Centaur Communications Ltd, whose registered office is at St Giles House, 50 Poland Street, London, W1F 7AX, and/or any of its subsidiaries. "The Lawyer.com": an online service owned and managed by the Publisher. "Advertiser": any Person on whose application the Publisher provides online advertising opportunities through The Lawyer.com "Material": content, including images and artwork, provided by the Advertiser in any format, directly or indirectly, for inclusion in one or more services provided by the Publisher through The Lawyer.com, including but not limited to banner and button advertising, recruitment advertising, event advertising, the supply or articles or press releases, and any other type of material whether narrative or otherwise advertising the Advertiser, its products, services and /or expertise. "Order Confirmation": the form sent by the Publisher to Advertiser and signed by the Advertiser confirming receipt of the placement of an order for Publication. "User": any Person using The Lawyer.com services. "User Data": data or information in any format supplied to the Publisher by a User including but not limited to a data supplied in response to Material. "Person": any sole trader or individual acting in a business capacity, corporate or unincorporated body, trust, partnership or other organisation. "Publication": the act of making Material accessible to Users. "Start Date": the start date(s) of the campaign(s) to which the Material relates as shown on the Order Confirmation. Publisher's Terms of Business No order placed by the Advertiser shall be deemed to be accepted by the Publisher until the Publisher receives the Order Confirmation signed by the Advertiser. Credit accounts are strictly net and must be settled within 30 days of the invoice date. The Advertiser undertakes to ensure that payment is made in full by the due date. If an invoice is overdue the Publisher reserves the right to charge interest on the overdue sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and to suspend Publication of all Materials submitted by the Advertiser. The Publisher may at any time instruct a debt collection agency to recover any outstanding sums due. Any costs or charges incurred by the Publisher as a result of such instruction will be payable by the Advertiser to the Publisher on demand. Cancellations or requests to alter one or more Start Date(s) must be received in writing not less than 30 (thirty) days prior to the earliest Start Date. The Advertiser will be liable to pay in full for the campaign to which the Material relates where the Advertiser fails to comply with Clause 2(e). The Advertiser remains liable for full payment where Material fails to be delivered by the agreed date. Publisher's Responsibilities General Responsibilities Subject to receiving the Order Confirmation signed by the Advertiser, the Publisher will ensure Publication of the material on The Lawyer.com website and will distribute it through e-mailed services for the term of the campaign as defined in the Order Confirmation provided that such distribution is in compliance with the law. The Publisher will provide a hypertext link, as agreed with the Advertiser, from the Material to the Advertiser's website, or such other website as has been agreed. The Publisher agrees not to amend or edit the Material without the Advertiser's consent other than for the purposes of organising or classifying the Material for The Lawyer.com website will be uninterrupted. The Publisher will use its reasonable endeavours to maintain technical access for Users to The Lawyer.com website. However, the publisher gives no warranty that access to The Lawyer.com website will be uninterrupted. The Publisher will use its reasonable endeavours to promote The Lawyer.com services effectively and generate User traffic. The Publisher expressly reserves the right to refuse, remove, delete and prevent access to all or part of the Material on The Lawyer.com at its sole discretion Access to Content Administration Suite ("CAS") Where applicable, the Publisher will provide the Advertiser with access to a CAS and will issue or confirm relevant user codes and passwords ("Codes") to the Advertiser. Any Codes are confidential and the Advertiser agrees to keep them confidential. Any suspected breach of security of the Codes must be notified to the Publisher immediately. Material submitted using the Advertiser's Codes is deemed to be placed by the Advertiser to whom the codes were issued, in its full knowledge and control. The Publisher expressly excludes any liability to the Advertiser or any third party for any breach of Clause 3(h) or for use of any Material submitted using the Advertiser's Codes without the Advertiser's knowledge or control. Advertiser's Obligations General The Advertiser agrees to comply with these Terms and Conditions Permissions and Copyright The Advertiser hereby grants to the Publisher the royalty free right and licence to use, reproduce, publish, store, distribute and display the Material worldwide in accordance with these Terms and Conditions. No rights in the Advertiser's Material shall transfer to the Publisher under these Terms and Conditions. The Advertiser grants permission and acknowledges that it Material may be used to compile statistical information on the Advertiser and may in addition be used by the Publisher to update details of the Advertiser on the Publisher's products and services databases. Material Delivery and Quality The Advertiser warrants that its Material is not objectionable, including, without limitation, that it is not defamatory, libellous, obscene, threatening, untrue or in breach of the law or advertising industry codes of conduct or any third party rights, including but not limited to third party intellectual property rights. The Advertiser warrants that its Material is of good editorial quality. Material which in the reasonable opinion of the Publisher is not of good editorial quality or has spelling or other mistakes may be returned to the Advertiser for amendment or additional editorial input. Refusal to amend may at the Publisher's option lead to the Publisher refusing to publish the Material and be deemed by the Publisher to be a cancellation in accordance with Clause 2 and subject to the payment provisions therein. The Advertiser warrants that its Material, including e-mail attachments, is free from computer viruses and has been checked by a recognised virus checking agent. Content format Images must be supplied to the Publisher in .gif or .jpeg format. Other Material must be supplied in the format agreed with the Publisher from time to time. Material must conform to the Publisher's requirements set out in these Terms and Conditions and the cost or any additional work involved will be charged back to the Advertiser. Liabilities General The Advertiser will indemnify the Publisher, its directors and employees against all losses, costs, claims, demands, expenses or damages (whether direct or consequential) including without limitation, any economical loss or other loss of profits or goodwill suffered or incurred by the Publisher, its directors or employees as a result of a breach or alleged breach of any of these Terms & Conditions. Neither the Publisher, its directors or employees shall have any liability whatsoever to the Advertiser, its directors or employees for any direct, indirect or consequential loss or damage, cost or expense suffered or incurred, whether arising in tort, contract or otherwise, and whether arising from the negligence of the Publisher, its directors, employees, agents or licensors and whether asserted against the Publisher or against Users of The Lawyer.com arising out of the use or supply of The Lawyer.com services including the delay or failure in meeting the Start Date or for the discontinuance of Publication. In the event that any exclusion of liability in these Terms and Conditions shall be invalid, the Publisher's aggregate liability to the Advertiser for any loss or damage of whatsoever nature whether arising in tort, contract or otherwise shall not exceed a sum equal to the cost of Publication of the Material which is the subject matter of the claim Nothing in these Terms and Conditions shall operate to exclude any provision implied by English Law and which may not be excluded by English law or to exclude or limit any liability, right or remedy to a greater extent than its permissible under English law including in relation to (1) death or personal injury caused by negligence or (2) fraudulent misrepresentation or deceit. Advertiser's Material The Advertiser accepts responsibility for the content, accuracy, legality, currency, compliance and integrity of its Material and will be solely liable for false, misleading, inaccurate, infringing or other actionable content contained or referred to in Material. The Advertiser will be responsible for insurance of all Material delivered by it to the Publisher. The Publisher cannot accept any liability for any loss or damage in relation to the Material. User Data The Publisher expressly does not make any representation or give warranty nor does it accept any liability for: the content, accuracy legality, currency, compliance and/or integrity of User Data; and/or the suitability of a User for the Advertiser's products or services. The Publisher expressly does not make any representation or give any warranty that User Data is virus-free and will not accept any liability therefore. Force Majeure The Publisher shall be under no liability for any failure, delay or omission on its part or resulting from any cause beyond its reasonable control including (but not limited to) Acts of God, acts or regulations of government or other authorises, war, fire, strikes or other industrial disputes, power failure, failure of telecommunication lines connections or equipment or failure or defects in any hardware or software owned or supplied by third parties. Other Failure by the Publisher to insist upon strict performance by the Advertiser of any of these Terms and Conditions shall not operate as a waiver or otherwise release or in any way affect the liability of the Advertiser under these Terms & Conditions. The Publisher reserves the right to vary these Terms and Conditions and such variation shall become effective on notification. The Contracts (Rights of Third Parties) Act 1999 and any legislation amending or replacing this Act shall not apply in relation to these Terms and Conditions and nothing in these Terms and Conditions shall confer on any third party the right to enforce any provision of these Terms and Conditions. Jurisdiction and Applicable Law These Terms and Conditions shall be governed and constructed in accordance with the laws of England and the Publisher and Advertiser agree to submit to the exclusive jurisdiction of the English courts. February 2004