The Mower People Database Terms & Conditions

1. Definitions

“The Company” means Catalist Solutions Ltd.;

“The Client” means person, firm or company that purchases or agrees to purchase goods or services from the Company.

2. Application of Terms and Conditions

2.1. These Terms and Conditions shall apply to the Client’s use of The Mower People Database, the Client’s use of all and any of the data accessed from The Mower People Database and/or used by the Client and regulate the Client’s contract with us.

2.2. These Terms and Conditions constitute the entire agreement and understanding between the Company and the Client.

2.3. No addition, amendment or modification of these Terms and Conditions shall be effective unless it is in writing and signed by the Company.

2.4. These Terms and Conditions shall be governed and construed in all respects in accordance with the Law of England and Wales.

3. The Data

3.1. The Company operates a comprehensive on-line information service comprising data relating to parts for horticultural machinery (“the Data”).

3.2. The Data and all other material and information made available to the Client under these Terms and Conditions are part of The Mower People Database.

3.3. The Mower People Database is made available to the Client through or by use of the internet and the Company’s website - www.themowerpeople.com (“the Website”).

3.4. The Company reserves the right to amend particular programs, information and facilities comprised in the Data from time to time at its sole discretion. However, where possible, such changes will not substantially diminish the quality of the Data.

3.5. The Company shall use all reasonable endeavours to ensure that the Data will (subject to other terms of this Agreement) be available during normal business hours in England and Wales, except for national holidays, scheduled or emergency maintenance or where the problem lies outside of the Company’s control, such as failures of the internet.

4 Permitted Use and Restrictions

4.1. The Client may only use the Data for the Client’s own internal business purposes, printing price lists and updating stock files as permitted by the Registration Package the Client has subscribed to.

4.2. The Client is expressly prohibited from using or redistributing the Data for the purposes of: compiling an internal database, other than as and to the extent permitted in this clause;

4.2.1 commercial information redistributing or reproduction of the same by the press or media or;

4.2.2 through any commercial network, cable or satellite system;

4.2.3 permitting or allowing the Data to infringe or otherwise prejudice the Company’s proprietary rights;

4.2.4 allowing any third party to access the Data unless expressly so permitted by the Company.

4.3. The Client’s use of the Data may from time to time be subject to certain statutory or other external regulations, conditions and restrictions and undertake to comply with any such regulations, conditions or restrictions applicable to the Client.

4.4. The Client acknowledges that use of the Data may require the Client to use the Client’s own skill and judgment and that the Client will be solely liable for all decisions, opinions and recommendations the Client makes or actions the Client takes based on the Data or the information derived from the Data.

5 Security

5.1. The Client undertakes to keep secure any User ID, password and/or any other confidential information provided to the Client for the secure use of the Database and will promptly notify the Company of any unauthorised use of such User ID, password and/or any other confidential information or any other breach of security regarding the Database.

6 Payment

6.1. The subscription charges will depend on the Registration Package the Client selects and are payable annually.

6.2. If the Client fails to renew the subscription when due the Client’s account will automatically be suspended until payment is made.

6.3. The Company reserves the right to vary the subscription charges from time to time. Such variations will be posted on the Website and shall take effect upon expiry of the current annual term.

7 Copyright and Intellectual Property Rights

7.1. The Client acknowledges and agrees that the copyright, database right and any and all of the trade marks and other intellectual property rights subsisting in or used in connection with the Data, the Database and the Website including the selection and arrangement of the contents of the Database and the electronic materials necessary for its operation are owned by the Company or the Company’s licensors.

7.2. The Client undertakes not to reproduce, adapt, translate, arrange or make available to any third party, either directly or indirectly, any part of the Database or its contents of which the Data forms a part (including any electronic materials necessary for its operation) except to the extent that and for so long as the Client is expressly permitted to do so in accordance with this Agreement.

7.3 Furthermore the Client agrees not to extract or re-utilize the contents of the Database (or any part thereof) for any commercial purpose including but not limited to trading, building commercial databases, reselling or redistributing the Data.

8 Liability

8.1. The Company will use all reasonable endeavours to ensure that the information stored and updated on the Database is as accurate as is commercially possible and that any material Data or Database inaccuracies or errors will be corrected as soon as possible. However, the Company makes no warranty whatsoever regarding the accuracy or completeness of the Data.

8.2. Save for The Company’s obligation to correct inaccuracies and errors, the Company shall not be liable in contract or otherwise for any indirect or consequential loss or damage sustained by the Client directly or indirectly making use of the Data, the Database or the Website including but not limited to any loss or damage resulting as a consequence of any defects, delays, interruptions or failures of the Website or the internet or inaccuracies or errors in the Data or Database and the Company specifically excludes the same to the extent permitted by law.

8.3. The Company liability for breach of these Terms and Conditions for any direct loss or damage (excluding death or personal injury) sustained by the Client and arising directly from the Client’s use of the Data, the Database or the Website shall be limited to the subscription fees paid by the Client in the relevant year.

8.4. Nothing in these Terms and Conditions shall limit or exclude the Company’s liability for any fraudulent misrepresentation or for death or personal injury that arises as a result of the Company’s negligence or the negligence of the Company’s employees, agents or subcontractors.

9. Indemnity

9.1. The Client undertakes fully and effectively to indemnify the Company and keep the Company indemnified at all times against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by the Company directly or indirectly in respect of:

9.1.1 any access to and/or use (other than as permitted by this Agreement) by the Client of the Data, the Database and the Website or;

9.1.2 any information, data or material produced by the Client which was obtained in whole or in part from the Data, the Database or the Website; and any breach by the Client of any of these Terms and Conditions.

10 Termination

10.1. Notwithstanding any other provisions herein contained, and without prejudice to any other rights the Company may have, the Company may terminate the Client’s subscription immediately on written notice to the Client if the Client commits any breach of these Terms and Conditions or if the Client becomes bankrupt or compounds or makes any arrangement with or for the benefit of the client’s creditors or (being a private limited or a public limited company) enters into compulsory or voluntary liquidation or amalgamation or have a receiver or manager appointed over the whole or substantially the whole of the Client’s undertakings.

11 General

11.1. The Client’s subscription is personal to the Client and the Client cannot assign or transfer it to any other person, firm or company.

11.2. Any failure or neglect by the Company to enforce at any time any of the provisions of these Terms and Conditions shall not be construed nor shall be deemed to be a waiver of the Company’s rights.

11.3. The headings of the paragraphs of these Terms and Conditions are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of these Terms and Conditions.

11.4. In the event that any or any part of these Terms and Conditions is determined by any competent authority to be invalid, unlawful or unenforceable to any extent such part shall to that extent be severed from the Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

11.5. No part of these Terms and Conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.