The 2-Sided Telecoms Market Opportunity

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STANDARD TERMS AND CONDITIONS FOR SALE OF TELCO 2.0™; REPORTS BY SIMON TORRANCE LIMITED (STL Partners) 1 DEFINITIONS In this document the following words shall have the following meanings: 1.1 "Buyer" means the organisation or person who buys Goods from the Seller; 1.2 "User" means the persons within the organisation who are authorised to use the Goods as specified in the Order Form; 1.3 "Goods" means the articles to be supplied to the Buyer the Seller; 1.4 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable; 1.5 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time; 1.6 "Order Form" means the form provided by the Seller to the Buyer with which the Buyer orders Goods; 1.7 "Seller" and "STL Partners" means Simon Torrance Limited of 1st Floor, Bream's Buildings, London, EC4A 1DY. 2 GENERAL 2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing. 2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. 3 PRICE AND PAYMENT 3.1 The price shall be that in the Seller's current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage, where applicable, shall be paid for by the Buyer. 3.2 The price paid is for products and the time period as specified on the Order Form. 3.3 Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by the Seller. 3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to: 3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered; 3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery; 3.4.3 terminate the contract. 4 DESCRIPTION Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract. 5 SAMPLE Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample. 6 DELIVERY 6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place by email to an email address chosen by the Buyer . The Buyer shall be responsible for maintaining the email address so it can receive the Goods. 6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract. 7 RISK Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first. 8 WARRANTY 8.1 STL Partners warrants that: • It has a right to license the Goods to you; and • It will provide the Goods with reasonable skill and care. 9 LIABILITY 9.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to: 9.1.1 the correspondence of the Goods with any description; 9.1.2 the quality of the Goods; or 9.1.3 the fitness of the Goods for any purpose whatsoever. 9.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to: 9.2.1 the correspondence of the Goods with any description; 9.2.2 the quality of the Goods; or 9.2.3 the fitness of the Goods for any purpose whatsoever. 9.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract. 10 LIMITATION OF LIABILITY 10.1 Where any court or arbitrator determines that any part of Clause 9 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price. 10.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller's negligence or that of its employees or agents. 11 USAGE OF GOODS AND INTELLECTUAL PROPERTY RIGHTS Single User Licence 11.1.1 In relation to the Goods which the Buyer has purchased, the Buyer and additional Users, as specified in the Order Form, may: • download and store one copy of such Goods in machine readable form; • use limited and insubstantial extracts from the Goods for external purposes provided that such use is in the ordinary course of your business and does not form part of a regular or routine pattern of use and provided further that where extracts of the Goods are contained in documents which are to be included in press releases and/or otherwise made publicly available, such extracts of the Goods shall (unless otherwise agreed with STL Partners) not be released unless the following conditions are complied with: o either a proof, copy or relevant section of the document are supplied to STL Partners for release authorisation during UK office hours and STL Partners gives such authorisation in writing - STL Partners will not unreasonably withhold or delay such authorisation; and o STL Partners' copyright notice is included in the document; and o expressly and with reasonable prominence, STL Partners is acknowledged as the source of the Goods so used; • print one copy of such Goods; and • save only as expressly permitted in accordance with sub-paragraph (iii) above, use such Goods solely for the internal business purposes of the Client. The Buyer and additional Users, as specified in the Order Form, may not: • download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Goods other than as expressly permitted in sub-clause 11.1.1(b) above; • resell, sub-licence, rent, lease, transfer or attempt to assign the rights in the Goods (in whole or in part) to any other person; • make the Goods (in whole or in part) available on a Computer Network; • distribute the Goods via an intranet or global network; • use the Goods in any manner, (or transfer or export the Goods or any copies thereof into any country), other than in compliance with applicable laws; • allow any person to use and/or gain access to the Goods other than in accordance with these Terms; • allow any person other than the one named authorised User to use and/or gain access to the Goods; • modify, alter or create derivative works from such Goods nor may you create a database in electronic or structured manual form by systematically downloading and storing any of the content from such Goods. Group Licence 11.1.2 As per Single User Licence terms with the exception that up to five named colleagues in the organisation may gain access to / share the Goods. Country Licence 11.1.3 In relation to the Goods which the Buyer has purchased, the Buyer and additional Users, as specified in the Order Form, may: • display such Goods electronically to members of your Personnel wherever in the world they may be located; • use limited and insubstantial extracts from the Goods for external purposes provided that such use is in the ordinary course of your business and does not form part of a regular or routine pattern of use and provided further that where extracts of the Goods are contained in documents which are to be included in press releases and/or otherwise made publicly available, such extracts of the Goods shall (unless otherwise agreed with STL Partners) not be released unless the following conditions are complied with:- o either a proof, copy or relevant section of the document are supplied to STL Partners for release authorisation during UK office hours and STL Partners gives such authorisation in writing – STL Partners will not unreasonably withhold or delay such authorisation; and o STL Partners copyright is included in the document; and o expressly and with reasonable prominence, STL Partners is acknowledged as the source of the Goods so used; • retrieve extracts of the Goods for the purpose of internal distribution within the Client; • download reproduce and store one copy of such Goods in one or more internal data bases of the Client for subsequent retrieval, analysis, manipulation, report preparation and /or other lawful internal business purposes of the Client and machine readable form; • save only as expressly permitted in accordance with sub-paragraph (ii) above, use such Goods solely for the internal business purposes of the Client. The Buyer and additional Users, as specified in the Order Form, may not: • download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Goods other than as expressly permitted in sub-clause 11.1.3(a) above; • resell, sub-licence, rent, lease, transfer or attempt to assign the rights in the Goods (in whole or in part) to any other person; • make the Goods (in whole or in part) available on a Computer Network; • distribute the Goods via an intranet or global network; • use the Goods in any manner, (or transfer or export the Goods or any copies thereof into any country), other than in compliance with applicable laws; • allow any person to use and/or gain access to the Goods other than in accordance with these Terms; • allow any person to use and/or gain access to the Goods other than in accordance with these terms; • allow any person who is not a member of your Personnel to use and/or gain access to the Goods; • modify, alter or create derivative works from such Goods nor may you create a database in electronic or structured manual form by systematically downloading and storing any of the content from such Goods. 13 FORCE MAJEURE The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract. 14 RELATIONSHIP OF PARTIES Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other. 15 WAIVER The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement. 16 SEVERABILITY If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated. 18 GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

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