APPLICATION SERVICE PROVIDER

Application Service Provider (ASP) Contract -

Agreement for Hosted ASP Services

PARTIES
1. Turtle Networks Ltd of [64 Cropley Street, London, N1 7GX]

2.THE CUSTOMER. The company agreeing to this agreement herein.
("the Customer"). NOW IT IS AGREED as follows:

1.DEFINITIONS AND CONSTRUCTION

1.1 In this Agreement the following expressions shall apply (save where the context otherwise requires):

1.1.1 "ASP Fee" means the fee payable for the provision of the ASP Services as set out in the Order Confirmation Form.

1.1.2 "Charges" means the ASP Fee, the Consultancy Fees and any other charges payable by the Customer to Turtle pursuant to this Agreement.

1.1.3 "Commencement Date" This agreement will become effective when signed by duly authorised representatives of both parties and will continue in effect until terminated according to its terms.

1.1.4 "Confidential Information" means all know-how, experience, drawings, designs, circuit diagrams, flow charts, computer programs and all other technical information which might reasonably be of commercial interest to a party hereto together with all other information which is of a confidential nature and relates to the business, products, customers, suppliers or pricing of a party hereto (including proposed or anticipated products, customers, suppliers or pricing) and Confidential Information shall include (without limitation):

1.1.4.1 in the case of Turtle's Confidential Information, the Hosted Applications (HA) Materials; and

1.1.4.2 in the case of the Customer's Confidential Information, all Customer Data.

1.1.5 "Consultancy Services" include:

1.1.5.1 "Ad Hoc Consultancy Services" which means such consultancy services (if any) as Turtle agrees to provide and the Customer agrees to accept during the Term; and

1.1.6 "Consultancy Fees" means:

1.1.6.1 "Time Based Consultancy Fees" which are charged on a time basis applying the current charge rates of Turtle from time to time (details of current rates are available from Turtle on request at any time); and

1.1.6.2 "Fixed Price Consultancy Fees" which means a fixed fee for the Specified Consultancy Services as specified in The Order Confirmation Form.

1.1.7 "Customer Data" means all data processed by Turtle or provided to Turtle for processing or otherwise processed as part of the Services including, but not limited to, data generated by the website from visitor input.

1.1.8 "Customer Equipment" means the hardware and software which the Customer is required to have in use in order to use and enable the Services to be provided in accordance with this Agreement.

1.1.9 "Downtime" means a period during Hosted Application Hours during which there is total loss of the ASP Services.

1.1.10 "Turtle Hardware" means the hardware used by Turtle and under its control to provide the Services including any computer hardware acting as system server(s) and which hardware may be modified added to or replaced during the currency of this Agreement provided that the performance thereof is not thereby caused to degrade.

1.1.11 "Turtle Provided Equipment" equipment provided by Turtle and installed at the Customer's Site for the purposes of enabling the Customer to use the Services and which equipment is specified as the Turtle Provided Equipment in The Order Confirmation Form.

1.1.12 "HA Materials" means the Hosted Applications (including the software and its operating instructions) and related user manuals, and training materials provided by Turtle.

1.1.13 "HA Proprietors" means all persons who own the Intellectual Property Rights in the Hosted Applications or who have licence rights in the Hosted Applications or any part or parts thereof and which licence rights are superior to the licence rights of Turtle and the Customer.

1.1.14 "HA Proprietors" means the software programs or components thereof used by Turtle to provide the ASP Services.

1.1.15 "Initial Period" means the period of 12 months commencing on the Commencement Date.

1.1.16 "Intellectual Property Rights" any and all patents, trade marks, service marks, copyright, moral rights, rights in design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating to the same

1.1.17 "Month" means a calendar month and "monthly" shall be construed accordingly.

1.1.18 "Network" means a network comprising all or any of the following, namely, modems, leased circuits and other communications hardware and software and which may be modified added to or replaced during the currency of this Agreement provided that the performance thereof is not thereby caused to fall materially below the said specifications.

1.1.19 "Service Interruption" means a period during Hosted Application Hours during which there is partial loss of the ASP Services.

1.1.20 "Service Levels" means the levels of performance to which the ASP and the Support Services are to be provided to the Customer by Turtle as set out in the Service Level Agreement.

1.1.21 "Services" means the services to be provided by Turtle hereunder as the same may be modified, added to or replaced during the Term and in accordance with the provisions of this Agreement.

1.1.22 "System" means the Hosted Applications, the Turtle Hardware and the Network as the same operate together in the provision of the Services.

1.1.23 "System Management Regulations" means regulations introduced by Turtle from time to time for the better management of the ASP and Support Services and which may include (but are not limited to):

1.1.23.1. defining minimum specifications for equipment used by the Customer to interface with the Services (including, but not limited to, routers, firewalls and PC's);

1.1.23.2. usage restrictions to prevent unreasonable loads being imposed on the Network;

1.1.23.3. regulations to ensure that security and integrity of the System and the Network is maintained and including regulations which arise from the need to comply with regulations of any data centre facility engaged by Turtle in connection with the Services; and

1.1.23.4. regulations to ensure that any database or other applications which form part of the ASP Services are used to the best effect and within their capacities.

1.1.24 "Term" means the effective term of this Agreement.

1.2 The clause headings and any other headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.3 If any of the parties hereto consist of two or more persons their obligations hereunder shall be joint and several.

1.4 References in this Agreement to any party shall include its respective heirs successors in title permitted assigns and personal representatives and this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors.

1.5 In this Agreement the singular includes the plural and vice versa and any gender includes any other gender and the neuter.

1.6 Reference to any statute, statutory provision, by-law, Statutory Instrument or the like includes a reference to such provision as from time to time amended, extended or re-enacted.

1.7 This Agreement shall be read with the Service Level Agreement and the Order Confirmation Form to it which shall be deemed incorporated into it.

2.PROVISION OF SERVICES AND LICENCESi

2.1 Turtle agrees with effect from the Commencement Date in consideration of the payment of the Charges by the Customer to supply to the Customer:

2.1.1 The Services for the Intrabench Application, and the Connection of the services to the Website http://yourhost.intrabench.com/.

2.1.2 the Support Services, that include email support as standard and/or phone support depending on support options purchased.

2.1.3 the Specified Consultancy Services (if any), and

2.1.4 such Ad-Hoc Consultancy Services as the parties shall agree upon from time to time during the Term.

2.2 The Services shall be supplied:

2.2.1 on a non-exclusive basis,

2.2.2 in accordance with the Service Level Agreement (where applicable) and the Order Confirmation Form.

2.2.3 upon the terms and conditions of this Agreement.

2.3 In relation to the Consultancy Services Turtle undertakes to:

2.3.1 perform the same in a professional and diligent manner, and

2.3.2 use its reasonable endeavours to ensure that while its staff are on the Customer's premises they conform to the Customer's normal codes of staff and security practice as notified to Turtle by the Customer in writing; and

2.3.3 use its reasonable endeavours to maintain continuity in the staff engaged to provide the Consultancy Services.

2.4 The Customer agrees that if, in the course of performing the Services, it is necessary or desirable for Turtle to access or use any equipment, software or data of the Customer (or which is in the possession of the Customer) then the Customer grants to Turtle a non-exclusive, royalty free licence, during the Term to use the same solely for the purpose of delivering the Services (including, without limitation and for the avoidance of doubt, Consultancy Services, Support Services, maintenance of the Hosted Applications or the Network and preparing for delivery of the Services) and it is declared that Turtle shall have no right to use the same for any other purpose or at any other time.

2.5 The following provisions apply to the Hosted Applications:

2.5.1 Turtle hereby grants to or will procure from the HA Proprietors for the Customer a non-exclusive, royalty free licence, during the Term to use the Hosted Applications and any ancillary software solely for the purpose of using the ASP Services in accordance with this Agreement and it is declared that the Customer shall have no right to use the same for any other purpose or at any other time.

2.5.2 The Customer shall not (i) reproduce, duplicate, disseminate, copy, sell, rent, lease or loan or otherwise disclose any HA Materials; (ii) electronically transmit any HA Materials over a network except as necessary for the Customer's licensed use of the Hosted Applications; (iii) use run-time versions of third-party products embedded in any Hosted Application, if any, for any use other than the intended use of that Hosted Application, (iv) except to any extent permitted by law, modify, disassemble, decompile, or reverse engineer any Hosted Application; (v) sublicense or transfer possession of any copy of any Hosted Application to another party, except, in each such case, with the prior written consent of Turtle and the relevant HA Proprietor; or (vi) use any Hosted Application in any way not expressly provided for by this Agreement.

2.5.3 Title to the Hosted Applications shall not pass to the Customer. The Customer shall acknowledge that the Hosted Applications are the property of the respective HA Proprietors.

2.5.4 The HA Proprietors disclaim all warranties, express or implied, in favour of the Customer and shall not be liable to the Customer for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Hosted Applications.

2.5.5 Access to Intrabench Application Service: The Customer is responsible for obtaining all hardware, software and services which are necessary to connect to the Intrabench Site and access the Services including without limitation, all computers, web browsers, and services provided by an Internet service provider. All such facilities and services shall comply with Turtle Networks interface specifications for the Services described in the Order Confirmation Form Documentation or as otherwise required by Turtle Networks.

2.5.6 At the termination or expiry of the Term the Customer shall discontinue use of the Hosted Applications and shall, at the option of Turtle, destroy or return such components of the Hosted Applications as shall be in its possession to Turtle including all archival or other copies.

2.6 Storage

Turtle shall provide disk space on Turtle's server for storage of the ASP solution and any data files associated with the ASP solution.

2.7 Availability of ASP

The ASP solution will be available to Internet users with an availability of 99.9% per annum, normal maintenance and unforeseen hardware or communications problems excepted. To minimize server downtime during peak usage periods, Turtle will use reasonable efforts to schedule routine maintenance during non-peak hours.

2.8 Backups

Turtle will backup the ASP application and all data files associated with it at least once each day and will store the backup materials in a safe secure location that is suitable for magnetic media.

2.9 Changes to ASP application

Turtle, in its sole discretion, may change, suspend or discontinue any aspect of the ASP application at any time, including the availability of any ASP application feature, database or content. RMT may also impose limits on certain features and services or restrict your access to parts or all of the ASP application without notice or liability.

3 BULK EMAILING

3.1 Use Restrictions

3.1.1 You may not use the bulk email system in any way for sending any unsolicited e-mail directed to people not personally known to you, including but not limited to junk mail, chain letters or other unsolicited bulk e-mail, commercial or otherwise or any e-mail sent that Turtle reasonably believes constitutes as unsolicited e-mail, based on applicable laws and industry practices.

3.1.2 You agree to pay for the bulk mail based on the volume of email you send.

3.1.3 The Mass E-mail Messaging Services may only be used for lawful purposes. Sending or solicitation of any material that violates any law is prohibited. This includes, but is not limited to, any material that is obscene, threatening, harassing, libelous, or in any way violates intellectual property laws or a third party's intellectual property rights.

3.1.4 Turtle may add a "Sent By" or similar identifying message in the footer of every message you send using the bulk email system. Also Turtle will add a link allowing subscribers to automatically unsubscribe from the service. You should not try and circumvent any users from unsubscribing from the service or re-subscribe them to the bulk mail service unless they have explicitly asked to.

3.1.5 Termination of Bulk Email Services. You agree that Turtle, in its sole discretion, may terminate your password, account (or any part thereof) or use of Intrabench and remove and discard any Email if Turtle believes that you have violated or acted inconsistently with the letter or spirit of these T&C. Turtle may also in its sole discretion and at any time discontinue providing the bulk emailing services, or any part thereof. You agree that any termination of your access to the bulk emailing services under any provision of these T&C may be effected without notice to you and agree that Turtle may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to the bulk email services. Further, you agree that Turtle shall not be liable to you or any third party for any termination of your access to the bulk email services; provided.

4. PAYMENT TERMS

4.1 The Fees are payable to Turtle Networks subject to the following conditions:

4.1.1 Fees are payable in advance and will not be refundable in whole or part if the Agreement or relevant part is terminated during the period to which the payment relates.

4.1.2 SMS, disk storage, bulk email and FAX charges are payable at end of billing period or prior to billing period if these services are part of included contract.

No modification of this agreement will be valid unless in writing and signed by duly authorised representatives of the Company and the Client.