CAMBRIDGE SOFTWARE PUBLISHING IS A WHOLLY OWNED SUBSIDUARY OF LOGOTRON LTD.

THE PRODUCTS THAT ARE SUPPLIED SUBJECT TO THESE CONDITIONS ARE PROPRIETARY TO LOGOTRON LIMITED. ALL UNAUTHORISED COPYING AND USE IS STRICTLY PROHIBITED.

See in particular Clause 8 below. If you do not agree with the Conditions (as defined below) please do not place an order for the supply of Products (as defined below).

1. Interpretation

All orders for the licensing and supply (" Supply" and " Supplied" shall be construed accordingly) of the Company's software products from time to time (the " Products") placed by an individual or organisation (" the Customer") and accepted by the Company's (as defined below) sales team (" the Sales Team") and Supplied by Logotron Limited (company number 4113866) of 124 Cambridge Science Park, Milton Road, Cambridge CB4 0ZS (" the Company") are subject to and made upon these Terms and Conditions of Business to Business Sales (" the Conditions"). These Conditions apply to the exclusion of all other terms and conditions (whether written or oral including any the Customer purports to apply). The Customer agrees that the optional provisions that apply to parties who are not consumers as defined in the Electronic Commerce (EC Directive) Regulations 2002 shall, if applicable, not apply to the Contract.

2.1 All Products are subject to availability and the Company shall be entitled to refuse to Supply an order placed by the Customer.

2.2 To order Products the Customer will need to contact the Company's Sales Team either: a) by telephone; or b) using the ordering procedures specified on the Company's website www.logo.com (" the Site"); or c) by a written method such as fax, post or email or otherwise (" in Writing"). By making an order the Customer warrants that he (or she or it) is acting only in the course of his (or her or its) business.

2.3 No contract between the Company and the Customer for the Supply of Products (" the Contract") shall arise until the Company accepts the order either, by written acknowledgement, or upon the Company commencing processing the Customer's order, whichever is the earlier.

2.4. The Company makes no representation whatsoever as to the suitability of the Products for the Customer's purpose.

2.5 The Customer cannot cancel an order accepted by the Company except following the Company’s written agreement which may be on terms that indemnify the Company against all its loss (including loss of profit), costs, damages and expenses (if any) incurred by the Company as a result of cancellation.

3.1 The cost of the Products shall be the higher of the price displayed on the Site or quoted by the Sales Team whether in emails, publicity materials or otherwise [and where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company's published price list at the date of the Contract]. The Company may change the price of the Products before the Contract is formed. If the Customer orders the Products via the Site or in Writing the Company reserves the right, as part of the acceptance procedure, to validate the price and inform the Customer that the price is higher than that stated in the order.

3.2 The price is exclusive of any applicable value added tax ("VAT") or other taxes or duties payable by the Customer and VAT shall be charged, where applicable, at the rate prevailing at the relevant tax point. The Company's VAT registration number is GB 759 8772 53.

3.3 The price excludes the cost of delivery which shall be subject to an additional charge to the Customer.

4.1 The Customer shall either settle all the Company's invoice(s) including VAT and delivery charges, if any, in full, without any deduction or set-off within 30 days of the date of the Company's invoice or the Customer shall pay for the Products by credit or debit card (including Visa debit and Switch cards but not American Express) in advance. If paying by credit or debit card, the Customer warrants that the card is his (or her or its) own and that there are sufficient funds or credit facilities available to pay for the Products. The Company reserves the right to verify or validate the Customers' debit or credit card details before providing Products. Time for payment shall be of the essence.

4.2 The Customer agrees that the Company may transfer customer related information (including without limitation the customer's name and address and account related information) to its financiers from time to time. Following a written request from the customer, the company shall, as soon as reasonably possible, provide the customer reasonable contact details for such financiers.

5.1 Subject to Clause 5.2, delivery dates mentioned by the Sales Team or elsewhere are approximate only and not of any contractual effect. The Company shall not be liable to the Customer for any loss or damage of whatever nature, arising directly or indirectly from a failure to deliver on any particular date or dates.

5.2 Delivery of the Products shall be deemed effected when the Products are delivered to the Customer's place of business or as specified in its order.

5.3 Without prejudice to any other right or remedy the Company may have, the Company reserves the right to suspend deliveries to the Customer and/or to terminate the Contract without liability to the Company if the Customer fails to comply with any of the Conditions.

5.4 Should any Products be damaged in transit, the Customer must notify the Company in writing within three working days of receipt.

5.5 The Company shall not be liable for any non-delivery of Products (even if caused by the Company's negligence) unless written notice is given to the Company within 10 working days of the date when Products should have been received. Any liability of the Company for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.

6.1 Risk in the Products shall pass to the Customer immediately on delivery notwithstanding that the property in the Products may not have passed to the Customer.

6.2 Until ownership of the Products passes to the Customer, it shall keep the Products in good condition.

6.3 Title to the Products shall not pass from the Company until all sums (including interest) due under the Contract and all other sums due from the Customer have been paid in full. During such period(s), Products shall remain in possession of the Customer solely as bailee for the Company and in a fiduciary capacity.

7.1 The Company guarantees that if the Supply of the Products includes a CD-Rom or other digital media (" the Media"), the Media shall be free of material physical defects for a period of one year from the date of delivery. If any defect arises during such period the Company, following receipt of the faulty Media, shall use its reasonable endeavours to issue a replacement at the Company's cost. This warranty excludes defects arising from the Customer's or any third party's failure to use, store, install or transport the Products in accordance with the Company's instructions or reasonable industry practices from time to time.

7.2 Other than where the Media is guaranteed, pursuant to Clause 7.1, the Company may, at its sole discretion, replace the Media at the Customer's cost. Such costs shall include the Company's Media replacement charge from time to time.

7.3 Nothing in these Conditions excludes or limits the Company's liability for death or personal injury caused by the Company's negligence, save as expressly provided in Clause 7.1 above, the Company, to the maximum extent legally possible, excludes all other express or implied warranties and conditions and the Company shall not be liable to the Customer for any loss or damage whatsoever (including, without prejudice to the generality of the foregoing, any liability in contract, negligence or any other tort, for any indirect or consequential or economic loss or for loss of or depletion of goodwill, loss of business, loss of profit or revenue or opportunity of any kind) arising directly or indirectly in connection with or arising from the Conditions, Contract, Products or otherwise. The liability of the Company under any Contract in respect of any event or series of connected events shall not exceed the sum paid by the Customer for the Products.

8.1 IRRESPECTIVE OF WHETHER TITLE TO ANY PRODUCTS PASSES TO THE CUSTOMER UNDER CLAUSE 6.3 THE COPYRIGHT AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN, ON OR ASSOCIATED WITH THE PRODUCTS INCLUDING WITHOUT LIMITATION TRADE MARKS AND DESIGN RIGHTS ("INTELLECTUAL PROPERTY"), SHALL AT ALL TIMES REMAIN VESTED IN THE COMPANY OR ITS LICENSORS AND NO SUCH RIGHTS SHALL PASS TO THE CUSTOMER.

8.2 Subject to Clause 8.3, the Customer shall not and shall not permit a third party to:

8.2.1 copy the whole or any part of the Products;

8.2.2 supply Products to any individual or organisation other than employees (including classroom assistants) from time to time of the Customer;

8.2.3 directly or indirectly require or accept payment (in money or money's worth) from any person for access to or use of the Products;

8.2.4 copy and distribute to the public;

8.2.5 do anything to the Products which is an infringement of any rights referred to in Clause 8.1;

8.2.6 adapt the Products and do any of the things listed in Clauses 8.2.1, 8.2.4 and 8.2.5 to any adaptation;

8.2.7 deface, cover or remove any of the Company's trade marks or logos, if any, on or associated with the Products;

8.2.8 apply to register any of the Company's trade marks or logos, if any, on or associated with the Products or any confusingly similar mark; and

8.2.9 without limitation to the generality of the foregoing in relation to the Products or Services, do such acts or things as are regarded as infringement pursuant to the Copyright, Designs and Patents Act 1988 and/or The Trade Marks Act 1994 or such other equivalent, successor, foreign or amended legislation from time to time wheresoever arising in the world.

8.3 This Clause only applies on payment of all sums owed by the Customer to the Company. Except as otherwise approved in writing in advance by the Company, on a case-by-case basis, the Company grants the Customer a licence to use the Products (both in the educational environment and at the teacher's or classroom assistant's home address solely for lesson planning, preparation and marking work) and a licence to copy, use and make available SOLELY for educational purposes ONLY those elements of the Products that expressly allow copying.

9.1 The Customer shall forthwith give written notice to the Company of any infringement or suspected or threatened infringement of any Intellectual Property, in the Products which shall at any time come to its knowledge.

9.2 Following written notice provided pursuant to Clause 9.1, the Company shall, at its sole discretion, decide what further steps, if any, should be taken to prevent or terminate such infringement and recover damages. This may include the institution of legal proceedings and in any event the Customer shall promptly provide or procure such further assistance as the Company may from time to time request.

10.1 Where the Products are Supplied for purchase and then returned by the Customer pursuant to the Company's returns and approval policy the Customer shall return the Products to the Company within 30 days of receipt, at the Customer's cost, by traceable means such as registered post or by reputable courier. If the Products are not received by the Company within such 30 day period or are received otherwise than in perfect condition the Products shall be paid for in full by the Customer.

10.2 Without limiting any other legal recourse, where the Products are damaged or the Company reasonably believes the Products have been copied, the Company shall be entitled to charge the Customer the full purchase price for such Products in accordance with the Conditions.

The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of a Supply by the Company being prevented hindered delayed or rendered uneconomic by reason of circumstances or events beyond the Company's reasonable control including but not limited to act of God, war, riot, strike, lock-out, trade, dispute or labour disturbance, accident, break-down, flood or storm and the Company shall be entitled to terminate a Contract or delay delivery of Products by a period equal to that during which it is prevented, hindered or delayed as aforesaid.

12.1 The headings in these Conditions are for convenience only and shall not affect their interpretation.

12.2 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.3 If any provision of these Conditions is held by any competent authority to be invalid, unlawful or unenforceable in whole or in part then, at the Company's sole option, such provision shall be severed from the Conditions the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby and the parties shall use their reasonable endeavours to agree an equivalent but valid replacement provision or the Contract shall terminate forthwith following reasonable written notice from the Company to the Customer.

12.4 The Conditions shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with the Conditions or the Products. The place of performance of the Contract shall be England and the language of the Site and the Conditions is English.

12.5 The Company has used its reasonable endeavours to ensure that the Site complies with English law. However, the Company make no representations that the Site is appropriate or available for use in locations outside England or Wales and consequently the Company bears no liability for use outside England or Wales.

12.6 The Conditions are not intended to confer a benefit on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, and no third party shall have any right to enforce any of the provisions of the Conditions.