1. Basic Conditions of Use

The Service is available to you subject to these Terms and Conditions and the Subscription Schedule.

1.1 Use of the Service is dependent upon you agreeing to the terms of these Terms and Conditions. If you are accepting these Terms and Conditions on behalf of a company or other legal entity, you represent that you have the authority to do so.

1.2 If you so request and if we agree, we will make the Service available to you free of charge. (The limited service SP.QA is offered free perpetually. BSM free trials are limited to 30 days). Notwithstanding the warranties and disclaimers of these Terms and Conditions, during any free use of the Service shall be on an "as is" basis and shall be without warranty. One person or legal entity may not maintain more than one free Service use.

1.3 You may not access the Service to monitor the availability, performance or functionality, or for any other benchmarking or competitive purposes or if you are our direct competitor.

1.4 You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction.

1.5 These Terms and Conditions govern all use of the Service (SP.QA, BSM free trial and paid for subscriptions.

1.6 The Service means the online, Web-based service provided by us via https://businessstorymanager.com and/or other designated websites which may be substituted from time to time.

1.7 Your use of the Service is defined in the Subscription Schedule. You must provide your full name, the name and address of your organisation, a valid email address, and any other information requested in order to complete the signup process.

1.8 You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it represents or is associated with the Service.

1.9 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service without our express written permission.

1.10 Pricing of the Service is subject to change upon 30 days notice from us but changes will not be applied to pre-existing subscriptions excepting the renewals thereof.

1.11 Users of the Service are individuals for whom you have provided e-mail addresses and who have been registered by us. Users may include but are not limited to your employees, consultants, contractors and agents; or third parties with which you transact business. Users registered as "bots" or other automated methods are not permitted.

1.12 A login may only be used by one User — a single login shared by multiple Users, The Service may not be accessed by more than the number of Users as specified in the Subscription Schedule. Additional User subscriptions may be added at any time, prorated for the remainder of the subscription term.

1.13 You shall be responsible for Users" compliance with these Terms and Conditions.

1.14 Your Data means all electronic data, diagrams and documents entered by you when using the Service. You are responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which you acquired Your Data.

1.15 The supplier of the Service is Gerrard Consulting Limited — a UK company numbered 01790296.

1.16. These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

1.17 Questions about the Terms of Service should be sent to admin@gerrardconsulting.com.

The Small Print

2. Service Availability & Restrictions

2.1 Basic e-mail support, with a targeted 24hr business day response time, is provided at no additional charge. Upgraded support may be purchased separately and is subject to individual negotiation.

2.2 We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for any planned downtime (of which we shall give at least 24 hours notice ).We shall not be responsible for any unavailability caused by circumstances beyond our reasonable control, including Internet service provider failures or delays.

2.3. You shall not make the Service available to anyone other than Users, sell, resell, rent or lease the Service, use the Service to store or transmit infringing, libellous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, use the Service to store or transmit malicious code, interfere with or disrupt the integrity or performance of the Service.

2.4. The Service may be subject to other fair usage limitations, such as, for example, limits on disk storage space, on the number of support requests you are permitted to make. Any such limitations are specified in the On-Line User Guide or on the relevant Subscription Schedule. The Service provides real-time information to enable you to monitor your compliance with such limitations.

2.5 We reserve the right at any time and from time to time to modify or discontinue any part of the Service with or without notice.

3. Fees and payment for the (full BSM) Service

3.1. You shall pay all fees specified in all Subscription Schedule. Payment obligations are non-cancellable and fees paid are non-refundable except for Termination for Cause, and the number of User subscriptions purchased cannot be decreased during the relevant subscription term. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly thereafter, Fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.

3.2. You will provide us with payment information for the automated collection or fees, or with a valid purchase order. If you provide payment information to us, you authorize us to charge for the Service as listed in the Subscription Schedule. Charges shall be made in advance, annually or in accordance with the billing frequency stated in the applicable Subscription Schedule. If the Subscription Schedule specifies that payment will be by a non automated payment method we will invoice you in advance. Unless otherwise stated in the Subscription Schedule, invoiced charges are due net 30 days from the invoice date.

3.3. If any charges are not received from you by the due date, then at our discretion, such charges may accrue late interest at the rate of 1.75% of the outstanding balance per month from the date such payment was due until the date paid, and/or we may condition future subscription renewals on payment by automated methods.

3.4. If any amount owing by you under these Terms and Conditions for our Service is 30 or more days overdue, we may suspend our Service to you until such amounts are paid in full.

3.5. We shall not exercise our rights under 3.3 or 3.4 if the applicable charges are under reasonable and good-faith dispute and you are cooperating diligently to resolve the dispute.

3.6. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. If we have the legal obligation to pay or collect taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate.

4. Proprietary rights

4.1. Subject to the rights expressly granted to you under these Terms and Conditions, we reserve all rights, title and interest in the Service, including all related intellectual property rights.

4.2. You shall not permit any third party to access the Service except as permitted herein, create derivate works based on the Service, copy any part of the Service, reverse engineer the Service, or access the Service in order to build a competitive product or service.

4.3. You exclusively own all rights, title and interest in and to all of Your Data.

5. Confidentiality

5.1. " Confidential Information" means all confidential information disclosed by a party (" Disclosing Party") to the other party (" Receiving Party") that is designated as confidential. Your Confidential Information shall include Your Data. Confidential Information shall include the Subscription Schedule. However, Confidential Information (other than Your Data) shall not include any information that is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, is received from a third party without breach of any obligation owed to the Disclosing Party, or was independently developed by the Receiving Party.

5.2. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall: use at least the same degree of care that it uses to protect the confidentiality of its own confidential information, not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and Conditions The Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access.

5.3. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not modify Your Data, disclose Your Data except as compelled by law or as expressly permitted in writing by you, access Your Data except to provide the Service or at your request in connection with support matters.

6. Warranties and disclaimers

6.1. We warrant that the Service shall perform materially in accordance with the On-Line User Guide, and the functionality of the Service will not be materially decreased during a subscription term. Your exclusive remedy for breach by us of this warranty shall be Termination for Cause.

6.2 We warrant that Your Data will be backed up no less often than every 24 hours and that a check point is established. Should data loss or corruption occur in Your Data we warrant to restore Your Data to the last available check point.

6.3. Each party represents and warrants that it has the legal power to enter into these Terms and Conditions, and it will not transmit to the other party any worms or viruses or any code of a destructive nature.

6.4. Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by law.

7. Mutual Indemnification

7.1. We shall defend you against any claim, demand, suit, or proceeding (" Claim") made or brought against you by a third party alleging that the use of the Service by you infringes or misappropriates the intellectual property rights of a third party, and shall indemnify you for any damages finally awarded against; provided that you promptly give us written notice of the Claim, give us sole control of the defence and settlement of the Claim, and provide to us all reasonable assistance.

7.2. You shall defend us against any Claim made or brought against us by a third party alleging that Your Data, or your use of the Service, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify us for any damages finally awarded against us; provided, that we promptly give you written notice of the Claim, give you sole control of the defence and settlement of the Claim; and provide you with all reasonable assistance.

8. Limitation of liability

8.1 Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Service shall be limited to the charges paid by you, in the previous twelve months, in respect of the Service which is the subject of any such claim.

8.2. You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, resulting from your use of the Service.

8.3 Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.

8.4 No claim shall be brought after one year of it arising.

9. Term and termination

9.1. These Terms and Conditions shall commence upon acceptance by you and shall continue until all User subscriptions granted in accordance with these Terms and Conditions have expired or have been terminated.

9.2. User subscriptions purchased by you commence on the start date specified in the applicable Subscription Schedule and continue for the subscription term specified therein. Except as otherwise specified in the applicable Subscription Schedule, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.

9.3. A party may terminate these Terms and Conditions for cause upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or if the other party becomes the subject of a bankruptcy petition or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

9.4. Upon any termination for cause by you, we shall refund you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, you shall pay any unpaid fees covering the remainder of the term after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

9.5. Upon request by you made within 30 days after the effective date of termination of a Purchased Service subscription, we will make available to you a file of Your Data, either in comma separated value (.csv) or in XML format together with any attachments in their native format. After such 30-day period, we shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in our systems or otherwise in our possession or under our control.

9.6. Section 3 (Fees and Payment for Purchased Service), 4 (Proprietary Rights), 5 (Confidentiality), 6.3 (Disclaimer), 7(Mutual Indemnification), 8 (Limitation of Liability), 9.4 (Refund or Payment upon Termination), 9.5 (Return of Your Data) shall survive any termination of these Terms and Conditions.

10. Assignment

Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these Terms and Conditions in its entirety, without the consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization. In this regard Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

11. Revision of these Terms and Conditions

We reserve the right to revise, amend, or modify these Terms and Conditions at any time and in any manner without notice.

12. Entire Agreement

These Terms and Conditions together with the Subscription Schedule constitute the entire agreement between you and us as regards use of the Service, and supersede any previous arrangements, undertakings or proposals between us in relation to such matters.

13. Notices

Any notice to be given by either party to the other may be sent by fax or recorded delivery to the address of the other party as appearing in these Terms and Conditions or such other address a party may from time to time have provided to the other in writing. If sent by fax the notice shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served when received and signed for.

14. Applicable Law

These Terms and Conditions shall be governed by English law. If any provision of these Terms and Conditions is held by a court to be contrary to law the remaining provisions of these Terms and Conditions shall remain in full force and effect. No failure or delay by either party in exercising any right under these Terms and Conditions shall constitute a waiver of that right.

15. Headings

Headings are included in these Terms and Conditions for convenience only and shall not affect the construction or interpretation of these Terms and Conditions.

Annex 1

Subscription Schedule