These Terms & Conditions form the principles under which Knowledge Matters Limited conducts business with its customers and clients.

While we have tried to make these Terms & Conditions easy to read and understand, it is important that you let us know if you find any part difficult to understand or to accomodate so that we can improve future revisions of this document. This does not mean however that you may disregard any provisions in this document when dealing with us.

These Terms and Conditions were published on July 16th 2002 and should be referred to as Revision 2.3.

We refer to ourselves, Knowledge Matters Limited, throughout this document variously as "KML" or "We" or "Our". We refer to you, our customer or client, throughout this document as "You" or "Your". The normal conventions of English capitalisation and grammar apply to these definitions throughtout the document. For example we may refer to "your order" or "our invoice".

We refer to both parties by the use of normal English such as "both of us".

The term 'item' or it's plural refers to anything of commercial value that we may supply you with in any form.

When this document refers to "days" it means working days, as used in England. When we refer to weeks or months it means calendar weeks or calendar months respectively.

We will do business with you on the understanding that both of us will abide by the latest revision of these Terms and Conditions prevailing on the day that your order is accepted or at your choice any later revision of Terms and Conditions issued by KML. If you choose to use a later revision of these terms and conditions then you will be bound by all the conditions prevailing in that later revision.

This document contains a number of provisions that in certain circumstances relate to the publication of confidential information. It is your responsibility to ensure that you have read and understood this document. We have endeavoured to highlight any areas that we feel merit particular attention.

1.2. Conduct

We expect to conduct business with you in a professional manner. We believe that maintaining a good relationship with you is one of our highest priorities. Both of us will act in good faith at all times when dealing with each other.

1.3. Confidentiality

We will both keep details of our business confidential, with the following exceptions:

1. Either of us may refer to the existence of our commercial relationship with the other unless we have both previously agreed not to do so in writing.

   This referral is limited to statements of the existence of this commercial relationship and may include the use of any generally available logos and trademarks (with acknowledgements) and links to Internet web sites.

2. We reserve the right to draw public attention to the result of any legal action we may take against you. (see 5. Payment, below).

Where appropriate, we may agree to the terms of an additional Confidentiality Agreement (also known as a Non-Disclosure Agreement). These Terms and Conditions will take precedence over any additional agreement with regard to the specific prior terms in this section.

1.4. Intellectual Property

We retain all rights with regard to the ownership of copyrights, trademarks, patents and any other intellectual property created as a consequence of any work that we carry out for you unless otherwise previously agreed in writing.

For work that involves extending or enhancing existing intellectual property that we do not own, we will retain intellectual property rights to our extensions and enhancements.

Any work we carry out for you is on a non-exclusive basis unless otherwise previously agreed in writing. We may choose to re-use or publish anything we have developed for you, but we will not include any indicators that would link this re-used or published work with you, unless you give us written permission to do so.

When we provide you with products or services we may at our discretion license intellectual property from other parties. We will take reasonable steps to ensure you are aware of these licenses and any conditions that may apply to you.

All quotes are valid for one week from the date of issue.

All prices that we quote are in UK pounds sterling (£) and are exclusive of shipping, handling and taxes. These will be invoiced at the prevailing rates.

We reserve the right to change the pricing of services at any time. You will be charged for ongoing existing services at the original rate until the end of the current term for that service. See 2.7. Provision of Services below.

We reserve the right to refuse orders without giving any reasons.

Unless allowed for by 2.7.1. Automated Ordering below or otherwise previously agreed, all orders must be in writing and accompanied by any additional instructions that you require us to follow. We cannot be responsible for ensuring that your own processes and procedures are adhered to unless you clearly state what those are at time of each order.

Only after we have confirmed in writing the acceptance of your order should you consider us to have agreed to any additional instructions you may have specified.

2.2. Ownership

All items remain the property of KML until paid for in full.

If it becomes necessary to recover items supplied but not paid for, you will be liable for the cost of this recovery and in addition any costs incurred restoring those items to saleable condition or where they cannot be restored, the entire cost of those items.

2.3. Delivery

Please also see 2.4. Receipt & Use of Products below regarding receipt and insurance of items.

Small, low-value (under £25) items will be shipped by Royal Mail's First Class unregistered post.

Higher value small items will be shipped by Royal Mail Special Delivery.

All other items will be shipped for next day delivery within the UK mainland by our chosen carrier. If you wish to use alternative methods of shipment please let us know when placing your order.

Where an item may incorporate confidential or critical components, such as a copy of proprietary source code, these will be shipped by a more secure method than ordinary post, regardless of the item's material value.

Items that are in stock will typically ship within one day from acceptance of order.

Any items not available at the time your order is received will be ordered from our suppliers and you will be informed of a likely delivery date. We cannot guarantee that we will be able to ship items that are out-of-stock by any specific date. In this case we will give you the opportunity to cancel your order.

We cannot be responsible for any loss arising from our failure to deliver items by a required date.

Where the cost of shipping and handling will exceed £35 per order, we will inform you of this as soon as is practical so that you have an opportunity to make your own arrangements for collection.

We may choose to ship an order to you in multiple parts. In this case you will only be charged for one delivery and we will pay the remaining costs of delivery. We reserve the right to hold items until they can be shipped to you as a complete order.

2.4. Receipt & Use of Products

We will be responsible for ensuring that items sent to you have reasonable insurance to cover against loss or damage during delivery.

If any items sent by post are not received within two days, please let us know so that we can ask the carrier to investigate possible loss of the item.

Any damage or shortages at time of receipt should be reported in writing to us within one week of receipt. You will be liable for any loss or damage to items that occurs after you have received them.

It is your responsibility to ensure that your use of any items supplied by us is within the parameters and necessary environment specified by the manufacturer of that item. We cannot be liable for any failure or malfunction arising from misuse of items supplied.

2.5. Warranty & Returns

We expect that items that we supply will be suitable for the purpose intended by the manufacturer. If this is not the case you may return items for either refund or exchange as allowed by English Law.

We do not offer any warranties additional to those offered by the manufacturer unless otherwise previously agreed when your order is accepted. Not all manufacturers offer warranties as standard. It is your responsibility to ensure that you have made adequate provision for the maintenance of any items purchased.

When returning items you must obtain a Returned Materials Authorisation ("RMA") number from us. We will not unduly delay issuing an RMA number for any reason.

Where an item is found to be damaged on receipt we will arrange for collection at our expense. See 2.4. Receipt & Use of Products above.

You will be responsible for the costs of carriage of any items back to us for maintenance, unless otherwise previously agreed in writing. You will be responsible for the care of these items until they are delivered to us by your chosen carrier.

If you wish to return an item because it is no longer required by you then this must be done within one week of delivery. In the event of there being no fault with returned items, we reserve the right to charge a restocking fee not exceeding 10% or £15 (whichever is greater) of the price of the items. Items will only be accepted for restocking if they are complete and suitable for resale with their original packaging.

2.6. Software & Licenses

It is your responsibility to ensure that licenses for software supplied are suitable for your circumstances. We cannot be responsible for any license terms that you may find unacceptable once you have accepted the product.

You may return any software purchased from us, for a refund as allowed by the license conditions of that software, but within a maximum of one month. Any refund cannot exceed the original purchase price in value under any circumstances.

2.7. Provision of Services

We may provide standard services to you as detailed in our Price List. These will be supplied on an ongoing basis. In general all standard services are supplied on an annual basis (the "term") and this term is automatically renewed. See 2.7.5. Cancellation below for details of how to cease standard services.

You will be wholly responsible at all times to the appropriate authorities for your use of any service provided.

We reserve the right to refuse to accept an order or to renew a standard service without reason.

We reserve the right to cease without notice the provision of a standard service if you fail to meet your obligations under these Terms and Conditions.

2.7.1. Automated Ordering

We may agree to provide you with automated facilities for managing the services that you receive from us. You will be provided with a mechanism to allow secure access to these facilities and it is your responsibility to ensure the security of this mechanism. You will be liable for the costs of all services ordered, cancelled or altered using these facilities in conjunction with the provided mechanism.

If we issue passwords as the mechanism to control access to these systems, you must change these passwords at least monthly using tools that will be provided. Where we have not been able to provide these tools for any reason then we will issue you with a new password on request.

Other mechanisms that may rely on more advanced technologies are beyond the scope of this document. If we agree to use other kinds of mechanisms, our guidelines for their use will be part of a separate document.

We would like to note that is is your responsibility to track which people in your organisation have access and authority to use these systems. If any member of your organisation who has access to these systems loses their authority to use these systems then you will be responsible for changing access passwords or performing any other actions to remove the authority from these people.

If your access to these facilities is compromised by the disclosure of your access mechanism or any similar circumstance that allows unauthorised access to these facilities, you will be liable for all costs incurred by the use of these facilities until you have informed us by a reliable means. You will not be liable for costs incurred by unauthorised access once we have received your notification and we have had a reasonable period in which to disable this unauthorised access to the automated ordering system and review with you the issuing of new access mechanisms.

2.7.2. Service Level Statements

We may publish from time to time a set of Service Level Statements ("SLS") for any services that we offer. An SLS will specify the details of functionality and standards of service that we will provide to you.

Our liability for failing to meet the conditions in an SLS is limited to any amount that we have invoiced you for the service within the period referred to in the SLS.

We will not be liable for any direct, indirect or consequential loss that you may suffer as a result of a failure to deliver a service except as provided for in a published SLS or agreed in writing by a director of KML. In the event of no SLS being published for a specific service, our liability will be nil.

You may choose to use any revision of an SLS published within the period of service you have taken. Each order for a service, however placed, will be subject to the SLS published for that service on that date or later, and not the SLS published at the time of any earlier order by you for a similar service.

2.7.3. Acceptable Use Policies

We may publish from time to time a set of Acceptable Use Policies ("AUP") for any of the standard services we supply you. These AUPs are intended to reflect the prevailing attitude of the industry in general and will change on a regular basis to take account of new developments and trends.

You must adhere to the conditions detailed in the appropriate AUP for any of the services you are using, and it is your duty to ensure that you (and anyone else who uses the services that we supply to you) is aware of this condition and the contents of the AUPs.

We may change these AUPs from time to time and at your request we will make reasonable endeavours to inform you of these changes through electronic mail.

Where no AUP is available for a standard service, you must ensure that your use of that service is within legally acceptable bounds. Once an AUP is published for a standard service, you will be responsible for making any alterations in the way you use a that service in a timely fashion, and in all circumstances you will do so in no more than one month.

2.7.4. Alterations to Existing Services

At your request we will alter your existing service during its current term, at the rate published on our Price List on that date, provided that doing so does not cause a loss of revenue to us.

Where we are providing a service that involves another party providing a substantial part of that service we reserve the right to pass on any cancellation costs we may incur as a result of your choosing to alter the terms of your service with us.

2.7.5. Cancellation

We must receive your request to cancel a service at least one week prior to the end of the existing term for that service. Your service will be cancelled not later than two weeks after receipt of your notice.

If you choose to cancel a service before the end of the term for that service you may incur a cancellation charge. We reserve the right to waive any cancellation charges solely at our discretion. The possible waiver of any charges does not imply any commitment by us to do so at any other time.

The cancellation charges for the early termination of a service will be proportional to the length of the remaining term. These charges will be caclulated based on the loss of revenue for us, but will never exceed the outstanding charges for that term.

It is important that you have read and understood the section above entitled 1.4. Intellectual Property.

3.1. Quotes & Pricing

Quotes are valid for one week from the date of issue.

All prices that we quote are in UK pounds (£) and are exclusive of VAT, which will be invoiced at the prevailing rate on the date of invoicing.

3.2. Scope and Specification of Work

Before we proceed with any work for you, it is necessary that we jointly agree on the general scope and boundaries of work that we will be expected to undertake for you.

Following an agreement regarding the overall scope of the work required, we will proceed to establish a specification and produce a proposal that details your existing situation and our suggested course of action.

We reserve the right to charge for the work involved in preparing this specification at the our prevailing rate for Consultancy Services published on our Price List whether or not you choose to commision us to carry out the work we have proposed.

We cannot be responsible for mistakes and shortcomings that may occur as a result of us not being provided with complete and timely information by you. We expect that you will supply information regarding anything that may affect the work we are doing as soon as it is available to you.

3.3. Ongoing Services

Where we have agreed to provide you with ongoing services, we may not issue a formal quote for each activity that you request us to perform. In this case you will be billed on a time and materials basis at a rate we have both previously agreed or otherwise at the prevailing rate according to our published Price List.

We may ask you to confirm each of your requirements in writing until we are satisfied that we have an understanding of your ongoing needs and how your organisation operates.

Once we have been dealing with you for some time we will generally take instructions from you by any of the following methods:

• Electronic Mail
• Facsimile
• Telephone
• Written Request

If you do not wish us to accept instructions by any of these methods, or would prefer a different method of issuing instructions then please let us know.

We may ask you to confirm complex or costly requirements in writing for our joint protection.

We will normally issue an invoice for any items that have been dispatched on the day of dispatch. If you require an invoice in advance of delivery to enable payment to be processed please inform us as soon as possible.

4.2. Standard Services

All standard services are invoiced quarterly in advance and our standard payment terms apply from the date of invoice.

4.3. Bespoke Services

We will keep records of the amount and type of work that we have carried out for you and bill you at the beginning of each month for the previous months work.

You will receive a monthly summary of this work detailed on a day by day basis. If you require more detail, this can be provided on request, but we reserve the right to make an administration charge.

We are able to accept the following methods of payment for any products or services provided:

• Company or personal cheques, made payable to "Knowledge Matters Ltd."
• Direct deposits to our bank account
• For smaller transactions (typically under £50) we will accept postal orders or cash. Cash should only be used for collections from our offices.

The prevailing commercial conditions and the potentially anti-competitive behaviour of credit card organisations means that we are unable and unwilling to accept credit card payments at this time.

5.2. Normal Transactions

If you do not have an existing credit agreement with us then payment in full is required with any order. We will not deposit your payment until we are able to ship the items or begin providing the services that you have ordered.

5.3. Credit Facilities

We may choose to provide you with a credit facility. We will inform you in writing of the details of this facility and any additional conditions not detailed in this document.

We reserve the right to terminate this facility without prior notice and without reason at any time. Payment terms for outstanding delivered products and services will not be affected, but any undelivered products or services will be subject to our normal terms at that time.

5.4. Credit Facility Transactions

Our standard payment terms for credit accounts is payment in full strictly one month from date of invoice unless otherwise previously agreed in writing.

We do not have a large administration department or the facilities to perform unnecessary credit control functions. We do not wish to conduct business with anyone who causes us to pursue outstanding debts. We are likely to refuse further business from you if you act in this manner.

Failure to pay on time will result in immediate withdrawal of services and any further deliveries of ordered items without notice and immediate further action will be taken to recover any debts and/or items which have not been paid for in full.

WE RESERVE THE RIGHT TO DRAW PUBLIC ATTENTION TO THE RESULTS OF ANY LEGAL ACTION WE MAY TAKE AGAINST YOU IN ASSOCIATION WITH YOUR FAILURE TO MEET OUR PAYMENT TERMS.

We will charge interest on outstanding debts at a rate of the Bank of England "repo" rate plus 8% per annum calculated on a weekly basis from the first date overdue.

We will charge you £10 for each telephone call or letter used to pursue outstanding debts. You will be liable for all costs incurred recovering outstanding debts.

These Terms and Conditions are subject to the laws of England and Wales and both parties agree to submit to the exclusive jurisdiction of the English courts.

This information is correct at time of writing. A more up-to-date table of information may be available from the KML web site on the Contact Information Page.

Registered in England as	Knowledge Matters Limited
Trading Address	22 Chesterfield Road LONDON N3 1PR United Kingdom
General E-Mail	info@knowledge-matters.co.uk
Telephone	+44 (0) 7710 348988
Fax	+44 (0) 845 660 7666
Registered Offices	Scope House 18 Clarendon Road LONDON E18 2AW United Kingdom
Company Registration Number	03558856
VAT number	756 8720 90
Bank Address	HSBC Bank Plc 630 Upper Brentwood Road Gidea Park Essex RM2 6HT United Kingdom
Account Name	Knowledge Matters Ltd
Sort Code	40-xx-xx
Account Number	xxxxxxxx