Terms & conditions

Last Updated 13 July 2006

Lloyds TSB Commercial Finance ("LTSBCF" or "we" or "us") provides the services available at this site (the "Site") to you, subject to the following terms and conditions, which may be updated by us from time to time without notice to you. You can review the most current version of the terms and conditions at any time at the Site. In addition, when using a particular service in this Site, guidelines or rules may be posted which are applicable to such service. You and LTSBCF shall be subject to any such guidelines or rules that may be posted from time to time on the Site, and all such guidelines or rules are hereby incorporated by reference into this agreement. By using this Site, you are agreeing to be bound by all of the terms and conditions of the most current version of the user agreement and any guidelines and rules posted on this Site. If you do not agree to be bound by this agreement, do not use this Site. If the user is not an individual, then "you" shall mean your company, its officers, members, agents, successors and assigns.

1 Overview This Site was created for the purpose of providing UK SMEs with information about procuring various services including obtaining quotes from LTSBCF and the other companies appearing on the Site. The Site serves to assist transactions between you and LTSBCF or the other companies appearing on the Site by providing information about services available, and a system where you can send requests for quotes ("RFQs") for such services to LTSBCF and the other companies. This web site is operated by Xbridge Limited ("Xbridge") on behalf of LTSBCF. For reporting purposes your data may be shared with Xbridge. Xbridge is not involved in the actual transaction between you and LTSBCF or the other companies appearing on the Site. As a result, Xbridge has no control over the quality, fitness for purpose or legality of the services advertised, the truthfulness, completeness or accuracy of the listings, the ability of the vendors to sell the services or the terms and conditions of any transaction between a buyer and vendor. Xbridge cannot ensure that a buyer and vendor will complete a transaction.

2 Eligibility This Site is intended for use by persons and entities who can form legally binding contracts under English law. You represent and warrant that you will not make offers for services for sale or request quotations through the Site unless you have the legal capacity, bona fide intention and ability to deliver or accept and pay for such services on the terms stated.

3 Password You will receive a user name and password upon completing the registration process. You are responsible for maintaining the confidentiality of the user name and password, and are fully responsible for all activities that occur under your user name or password. You agree to (i) immediately notify Xbridge or LTSBCF of any unauthorised use of your user name or password or any other breach of security, and (ii) ensure that you exit from your account at the end of each session.

4 Request for Quotation The Site allows you to send RFQs to LTSBCF and the other companies on the Site, who may respond to such RFQs with a price quotation. For the avoidance of doubt, the provision of a price quotation on the Site shall not be binding on LTSBCF and the other companies on the Site and is not an offer to enter into a contract. In the event that you desire to purchase the services for the price quoted by LTSBCF or the other companies on the Site, the Site shall supply your contact details to LTSBCF or the other companies on the Site and the remainder of the sale process shall be completed in accordance with the arrangements made between you and vendor. Xbridge is not a party to the actual transaction between you and LTSBCF or the other companies on the Site and as a result, Xbridge has no control or responsibility for the ability of Vendors to sell services listed on the Site.

5 Delivery of and Payment for Services You are responsible for paying amounts due and for accepting delivery of all services you bought sold through the Site, and LTSBCF and the other companies on the Site are responsible for invoicing and collecting amounts due (including all applicable taxes incurred in respect of services sold or purchased on the Site) and for delivering all services sold through the Site. Xbridge shall not be responsible for any breach by you or LTSBCF or the other companies on the Site of the terms of any transaction or associated transaction-related activities. You agree to proceed solely against the applicable counterparty to collect or recover any amounts owing to you or to enforce any of your rights in connection with or as a result of transactions entered on the Site, and you hereby irrevocably and unconditionally release Xbridge from any and all such actions.

6 Payment of Fees You do not pay any fees for using the Site.

7 Compliance with Laws You shall comply with all applicable laws and regulations of the United Kingdom and European Union and other foreign authorities relating to the purchase of services on the Site or otherwise relating to your use of this Site.

8 Conduct You agree (i) not to use this Site to upload or distribute in any way files that contain viruses, bugs, corrupted files, or any other similar software or programs that may damage the operation of computer hardware or software; (ii) not to interfere or disrupt this Site or any networks connected to this Site; (iii) not to use any device, software or routine or attempt to interfere with the proper functioning of this Site or any transactions being offered at this Site; (iv) not to take any action that imposes an unreasonable or disproportionately large load on Xbridge's or LTSBCF's infrastructure; (v) not to use this Site to collect or harvest personal information, including, without limitation, financial information, about other participants at this Site; (vi) not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and (vii) not to post any misleading, fraudulent, defamatory, obscene or otherwise illegal information on this Site. You agree not to use the services available at this Site for illegal purposes, and to comply with all regulations, policies and procedures of networks connected to this Site.

9 Intellectual Property All information and material including data, images, text and audio on the Site is the property of Xbridge or LTSBCF and/or its licensors and is subject to copyright. All trade marks on the Site are the property of Xbridge or LTSBCF and/or its licensors. You are entitled to view, copy and print any documents from the Site but only for your own internal business purposes. Any sale, transmission or redistribution of the Site or its content, and any copying, modification or other use of the site or its contents for any purposes other than your own internal business purposes, are strictly prohibited.

10 Software All software used on the Site is the property of Xbridge or its software suppliers. Xbridge hereby grants you a non-exclusive, royalty-free, non-transferrable, revocable licence to use software it owns solely for the purposes of this agreement. Other than to the extent permitted by law, you may not decompile, reverse engineer or otherwise translate such software.

11 Links This Site may provide links to other Internet sites. Xbridge or LTSBCF are not responsible for the availability of such other Sites and does not endorse and is not responsible or liable for any content, products or other materials available on such other sites. You further acknowledge and agree that LTSBCF and Xbridge shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information, goods or services available on or through any such site. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

12 No Warranties This Site, all services obtained through this Site and all information contained on this Site are provided on an "as is" basis. LTSBCF and Xbridge make no representations or warranties of any kind, express or implied, relating to this agreement, the performance under this agreement, the availability of this Site, the services available on this Site, the operation of the software available on this Site, the quotes delivered from LTSBCF and the other companies on the Site, the transactions performed on this Site or as a result of quotes or other information obtained from this Site, or the information and/or content on this Site. To the extent permissible by applicable law, LTSBCF and Xbridge disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose and/or non-infringement. Without limiting the foregoing, LTSBCF and Xbridge do not make any warranty that (i) the services offered on this Site will meet your requirements, (ii) the services offered on this Site will be uninterrupted, timely, secure or error-free, (iii) the results that may be obtained from the use of the services will be accurate or reliable, (iv) the content or information available on this Site is complete, accurate or available, or (v) the quality of any products, services, information, or other material purchased or obtained by you through the services will meet your expectations. No advice or information, whether oral or written, obtained by you from LTSBCF or Xbridge through this Site shall create any warranty not expressly made herein.

13 Limited Liability LTSBCF and Xbridge and their shareholders and affiliates shall not be liable for any loss of business, loss of use or of data, interruption of business, lost profits or goodwill, or indirect, special, incidental, exemplary or consequential damages of any kind arising out of this agreement, even if they have been advised of the possibility of such loss and whether or not they had any knowledge, actual or constructive, that such damages might be incurred. This exclusion includes, without limitation, any liability that may arise out of third-party claims against you. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the services provided on this Site or this agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Nothing in this agreement excludes a party's liability for death or personal injury caused by negligence.

14 Indemnity You shall indemnify, defend, and hold harmless LTSBCF and Xbridge and their shareholders, affiliates, employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including legal and accounting fees) that they may sustain or incur arising from (i) your use of this Site, (ii) your failure to comply with any applicable laws and regulations or to obtain any licences or approvals from the appropriate government agencies necessary to purchase or sell the subject services, (iii) your use of the content available on this Site in any way contrary to this agreement (iv) your breach of any of your representations, warranties or obligations set forth in this agreement, (v) the sale or purchase, or purported sale or purchase, of services by you, or any loss suffered by or harm to any person or property in any way relating to or caused in whole or in part by the services sold or purchased by you (including to the extent permissible by law, without limitation, any personal injuries or death of any third person caused in whole or in part by such services), (vi) any taxes attributable to the services or due on the purchase or sale of the services, (vii) any dispute between you and LTSBCF and the other companies on the Site arising out of a transaction initiated on the Site, (viii) alleged errors or omissions or misrepresentations in the information provided by you to LTSBCF and the other companies on the Site hereunder.

15 Monitoring You acknowledge that LTSBCF and Xbridge or its designees reserves the right to, and may from time to time, monitor any and all activity or information transmitted or received through this Site. LTSBCF and Xbridge, in their sole discretion and without further notice to you, may (but are not obligated to) review, censor or prohibit any activity or the transmission or receipt of any information which LTSBCF and Xbridge in their sole discretion deem inappropriate or that violates any term or condition of this agreement. During monitoring, information may be examined, recorded, copied, and used for authorised purposes. Use of this Site, authorised or unauthorised, constitutes consent to such monitoring.

16 Provision of Data In order to participate in the services offered at this Site, you must provide certain current, complete, and accurate information about you as prompted to do so by the registration form and maintain and update such registration information as required to keep such information current, complete and accurate. You warrant that such data is accurate and current, and that you are authorised to provide such data. If any registration data that you provide is untrue, inaccurate, not current or incomplete, LTSBCF and Xbridge retain the right, in their sole discretion, to suspend or terminate your account and rights to use the services. Registration data and certain other information about you are subject to our Privacy Policy. Solely to enable LTSBCF and Xbridge to use information you supply us with, you grant to LTSBCF and Xbridge a non-exclusive licence to (i) convert such information into digital format such that it can be read, utilised and displayed by LTSBCF and Xbridge computers or any other technology currently in existence or hereafter developed capable of utilising digital information, (ii) use, reproduce, modify, display, market, publish, distribute, and transmit the information in connection with operating, demonstrating, or marketing the Site or LTSBCF's and Xbridge's services, and (iii) combine the information with other content provided by LTSBCF and Xbridge, in each case by any method or means or in any medium whether now known or hereafter devised. The foregoing licences shall include the right to grant sublicences to the users of the Site to print all or any portion of the information for internal business purposes. LTSBCF and Xbridge retain all ownership rights in and to any modifications, enhancements or other contributions made by or on behalf of LTSBCF and Xbridge to any information provided by you. Upon request by you, LTSBCF and Xbridge shall have up to seven (7) days to remove any of your information or proprietary names from the Site. LTSBCF and Xbridge will only use the information in accordance with our Privacy Policy and as contemplated by this agreement. Except as otherwise stated herein or under our Privacy Policy, any material, information or other communication you transmit or post to this Site ("Communications") will be considered non-confidential and non-proprietary. LTSBCF and Xbridge will have no obligations with respect to the Communications. LTSBCF and Xbridge and its designees will be free to copy, store, process, modify, display, market, disclose, distribute, incorporate, transmit and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes.

17 Termination You agree that LTSBCF and Xbridge may, in their sole discretion, deny you access to the Site and disable any user name and password associated with you for any reason, including, without limitation, if LTSBCF and Xbridge believe in their sole discretion that you have violated or acted inconsistently with the letter or spirit of this agreement. LTSBCF and Xbridge reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services offered under this Site (or any part thereof) with or without notice. You agree that LTSBCF and Xbridge shall not be liable to you or to any third party for any modification, suspension or discontinuance of the services offered under this Site. Notwithstanding termination of this agreement, paragraphs 6 (Payment of Fees), 12 (No Warranties), 13 (Limited Liability), 14 (Indemnity), 17 (Termination) and 18 (General) shall survive its termination and shall continue in full force and effect.

18 General This Site is created and controlled by LTSBCF and Xbridge in the United Kingdom and the laws of England and Wales govern this agreement and you and LTSBCF agree to submit to the exclusive jurisdiction of the courts of England and Wales.

Any waiver of any right or provision of this agreement will be effective only if signed by LTSBCF or Xbridge and the failure of LTSBCF or Xbridge to exercise or enforce any term or condition shall not constitute a waiver of such right or provision.

If any provision of this agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of this agreement shall remain in full force and effect.

LTSBCF reserves the right to make changes to this Site and this agreement at any time.

LTSBCF reserves the right to exclude any services as it may choose in its sole discretion and without notice.

The rights and limitations in this agreement are for the benefit of LTSBCF and Xbridge and a person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

You are not permitted to assign any of your rights under this agreement without the prior written consent of LTSBCF or Xbridge.

You may not issue press release or make any public statement regarding your use or participation in the Site without the prior written permission of LTSBCF and Xbridge.

You and LTSBCF and Xbridge are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and LTSBCF/Xbridge is intended or created by this agreement.