TERMS AND CONDITIONS

1. Operative Provisions

1.1 In this Agreement, unless the contrary intention appears:

(a) a reference to a provision of law is a reference to that provision as extended, applied, amended or enacted from time to time and includes any subordinate legislation and any official guidance issued from time to time;

(b) the singular includes the plural and vice versa;

(c) references to this Agreement or any other agreement or document are to this Agreement or such other agreement or document as it may be varied, amended, supplemented, restated, renewed, novated or replaced from time to time;

(d) references to any Party to this Agreement include a reference to its successors and permitted assignees and permitted transferees under this Agreement;

(e) the Schedule to this Agreement takes effect as if set out in this Agreement;

(f) the words 'including' and 'in particular' and any similar words or expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent of any other words or expressions; and

(g) references to Clauses and Schedules refer to clauses of, and schedules to, this Agreement.

(h) The headings in this Agreement do not affect its interpretation

2. Ordering process

2.1 The Agreement governs the relationship between the Parties for the supply of Deliverables by Swift to the Client. It is a broad frame work agreement between the Parties under which the Client, via an executed Statement of Work, procures Deliverables from Swift. The Deliverables shall be procured in accordance with the applicable Statement of Work, which shall be subject to and governed by the provisions (mutatis mutandis in the case of Statement of Work issued by a the Client Affiliate and/or received by a Swift Affiliate) of the Agreement. Nothing in the Agreement shall be deemed to oblige Swift to provide Deliverables to the Client unless and until theStatement of Work is agreed in relation to the Specification and executed by the Parties.

2.2 To commence an engagement, the Client shall issue to Swift (or work with Swift to create) a Specification detailing the Client's requirements. Swift will review the Specification and respond to the Client with a quote for the proposed Deliverables. If the Client wishes to purchase the proposed Deliverables, Swift will issue a Statement of Work which shall be signed bythe Client to confirm that the quote has been accepted and that the Client wishes Swift to commence the Services

2.3 The Parties agree that any pre-printed terms and conditions submitted by the Client, which are in addition to or in conflict with the terms and conditions of the Agreement and the agreed Statement of Work, as applicable, shall be deemed null and void.

3. Services

3.1 During the Term, Swift shall provide the Deliverables on a non-exclusive basis to the Client in accordance with the Statement of Works; and each Statement of Work will be considered a separate transaction.

3.2 The quality and description of the Deliverables shall be as set out in the Specification but Swift reserves the right to use all appropriate methods(which may or may not be detailed in the Specification) in order to deliverthe Services and Deliverables.

3.3 Swift will use all reasonable endeavours:

(a) to deliver the Deliverables to the Client in accordance in all material respects with the Specification;

(b) to complete the Services within the designated timetable.

3.4 The Client shall be responsible to Swift for ensuring the accuracy of the terms of any Statement of Work and disclosing to Swift any necessary information within a sufficient time so to enable Swift to perform the Agreement in accordance with its terms.

3.5 Where Swift has provided a Statement of Work, the Client acknowledges that the Statement of Work is provided by Swift based upon certain assumptions. Swift can introduce necessary alterations to the Statement of Work if these assumptions prove to be inaccurate based on incorrect or incomplete information from the Client. Swift will be entitled to send a written notice to the Client explaining why the Statement of Work was mistaken and what additional sum of money (the "Additional Charge" ) is required to be paid by the Client.

3.6 Swift will work cooperatively with any third party in order to provide the Deliverables. To the extent that this requires chargeable work outside the terms the relevant Statement of Work, Swift shall promptly notify the Client and the Parties shall agree a reasonable sum payable for such work.

4. Term

This Agreement shall commence on the Effective Date and continue unless and until terminated by the Parties in accordance with Clause 18 ("Term").

5. Delivery

5.1 The Client shall provide Swift with any necessary information to facilitate the delivery and (where appropriate) the installation of the Products. Such information shall include, without limitation the following (i) address; (ii) identity of person authorised to take delivery; and (iii) any restrictions concerning access e.g. yellow parking lines etc, availability of lifts and times for access. The Client shall reimburse Swift for any costs, charges and expenses incurred by Swift as a direct result of the Client's failure to provide such information.

5.2 Swift will use its reasonable endeavours to comply with any time ordate for delivery and/or installation, however the Client acknowledges that any time or date for delivery and/or installation provided by Swift is only an estimate. In the event that Swift anticipates a change in the time or date of delivery and/or installation, it will make the Client aware of such changes.

5.3 Any installation of the Products shall take place subject to this Agreement and Swift's charges for such installation are included in the price payable for the Products.

5.4 Following installation, Swift shall notify the Client that the Products have been tested to perform in accordance with the Specification in accordance with Clauses 9 and 10.

5.5 The risk of any damage to, or loss of, the Products shall pass to the Client upon delivery. Title to the Products comprised in each consignment shall not pass to the Client until Swift has received payment in full for their price. Such title shall in any event exclude any proprietary rights in any of the software comprised in the Products, which shall remain vested with either Swift or the Manufacturer as the case may be.

5.6 Until such time as the property in the Products passes to the Client, the Client shall hold the Products as Swift's fiduciary agent and bailee, and shall keep the Products properly stored, protected and insured and identified as Swift's property.

5.7 Until such time as title in the Product(s) passes to the Client, Swift shall be entitled at any time to require the Client to deliver up the Product(s) to Swift and if the Client fails to do so forthwith:

(a) repossess the Products from the Client or any third party where the Products are stored; and/or

(b) cease using the Products until all outstanding moneys due to Swift are paid.

5.8 The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Swift, but if the Client does so, all moneys owing by the Client to Swift shall (without prejudice to any other right or remedy of Swift) forthwith become due and payable.

6. Client obligations

6.1 Client shall provide Swift with such information and co-operation asmay reasonably be required by Swift to carry out its obligations pursuant to this Agreement.

6.2 Client warrants that the Data:

(a) is not in breach of any laws or regulations of the United Kingdom norobscene, defamatory or likely to infringe the Intellectual Property Rights of any third party; and

(b) will be screened every day, in accordance with Good Industry Practice, with up to date anti-virus software.

6.3 Client agrees that it will promptly provide Swift with all information that Swift may reasonably require in order to provide the Services and perform all of Swift other obligations under this Agreement. Client is responsible for ensuring that the System is used in accordance with the Agreement. If, while using the System, Client discovers any unauthorised use of the System, Client must inform Swift immediately. Client agrees that it will, at all times and for whatever purpose, use the System in compliance with all laws and regulations.

6.4 In addition to Clause 6.3, Client agree that it (within the scope of its authority) will not use, and will take all necessary precautions to ensure that nobody else uses:

(a) the System fraudulently or in connection with any criminal offence;

(b) sends, knowingly receive, upload, download, or use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or inbreach of copyright, confidence, privacy or any other rights;

(c) "spams" or sends unsolicited advertising or promotional material or, receives responses to any spam, unsolicited advertising or promotional material sent or provided by any third party;

(d) in any way which is detrimental to the provision of Services to Clientor any of Swift's customers, or to Swift's business and/or reputation;

(e) the System in breach of any licences or third party rights; or/and

(f) in a way that does not comply with any uncontested instructions provided to Client. For the avoidance of doubt, if any Swift's instruction or its part is contested by Client, Client shall give prompt notice stating reasons confirming that execution of such instruction will impede, disrupt,delay the Services, violate any of Client's rights hereunder and/or may adversely affect the Services.

6.5 Client may use the System to link to other networks world-wide,provided that it complies, at all times, with any policies and/or terms and conditions imposed by the operators of such other networks.

6.6 Non payment of invoice is deemed to be material breach and would entitle Swift to terminate this Agreement in accordance with Clause 17.

7. Charges and Payment

7.1 In consideration of Swift's supply of the Products and the Services Client shall pay to Swift the Charges in accordance with the Statement of Works.

7.2 All Charges exclude Value Added Tax and other taxes which may belevied on either Party as a result of Swift performing under this Agreement.

7.3 Swift and the Manufacturer (at their own discretion) may vary the irrespective published price lists from time to time. Any price change shall become effective immediately upon Swift giving written notice to the Client, save that Swift will, if the offer is accepted within a period of fourteen days honour the prices contained in any pre-existing written Statement of Works provided to the Client by Swift.

7.4 Client will pay all Charges invoiced by Swift (unless disputed underClause 7.5 below) within twenty (20) Business Days of receipt of such invoice.

7.5 If Client disputes any sums set out in an invoice then it will notify Swift in writing within ten (10) Business Days of receipt of the disputed invoice and will pay any undisputed amounts set out in that invoice by the due date.

7.6 If any undisputed sum payable under this Agreement is not paid within twenty (20) Business Days of the due date, Swift may charge interest on the outstanding sum from the date due for payment to the actual date of payment at a rate of two (2)%per annum above the base rate of HSBC Bank PLC from time to time in force.

7.7 Where Client fails to take delivery of the goods by the agreed date,Swift will arrange for their storage and insurance at the Client's risk and expense.

8. Timetable and Project Management

8.1 Each Party's primary contact shall be the Representatives listed on each Statement of Work.

8.2 Swift will use all reasonable endeavours to provide the Deliverablesin accordance with the Timetable. All dates will be extended by a reasonableperiod by agreement of both Parties or if any delay or stoppage is caused byany act or omission of Client, their contractors, employees, or agents.

8.3 Swift shall provide to Client on a regular basis reports containing statistical information relating to the Deliverables and such other information as Client may reasonably request from time to time.

9. Installation Tests

9.1 Following installation of the Hardware and Software Swift will submit the Hardware to the standard installation tests (Installation Tests) of the applicable manufacturers to ensure that the Hardware is in working order.

9.2 Swift will supply Client with a copy of the results of the Installation Tests of the Hardware before the Acceptance Tests begin

10. Acceptance Tests

10.1 Swift will prepare Acceptance Tests which are suitable to demonstrate that the Products and/or System is functional.

10.2 When the Products and/or System is ready for Acceptance Testing, Swift will undertake the Acceptance Tests using test data prepared by Client.

10.3 The Parties Representatives will liaise in all matters pertaining to the Acceptance Tests. Following the Acceptance Tests Client's Representative will respond in writing within ten (10) Business Days there of signifying Client's acceptance or rejection of the System. Failure to respond and demonstrate reasonable grounds for rejection within the appropriate period will be deemed acceptance of the System. In the case of rejection, the Client Representative will indicate the matters which have not successfully completed the Acceptance Tests together with full written details thereof.

10.4 If any part of the System fails to pass the Acceptance Tests Swift will be given such time and facilities as are reasonable in all the circumstances to rectify such part of the System and carry out further Acceptance Tests in respect of such part of the System until such part of the System passes the Acceptance Tests. Swift will not be required to repeat any tests in respect of those parts of the System which have successfully completed the Acceptance Tests applicable thereto.

10.5 Swift will repeat the Acceptance Tests until the System is accepted by Client.

11. Warranty

11.1 Unless otherwise agreed in Writing between Swift and Client, all Products supplied by Swift will be sold with the benefit of the Warranty.

11.2 In the event of any claim under the Warranty, Swift shall only be obliged to repair or replace the Products, or if Swift is unable to repair or replace any of the Products, Swift shall only be obliged to reimburse the Client with any part of the price which has been paid by the Client in respect of the defective Product or part. All defective Products or parts thereof which are removed pursuant to this sub-clause shall become the absolute property of Swift. The replacement Products or parts there of shall become the property of the Client.

11.3 The duration of the Warranty will be as set out in the warranty documentation supplied by the Manufacturer to Swift and transferred to the Client.

12. Exclusions to the Swift's Warranty

12.1 Swift shall have no liability to the Client in respect of any defectin Products, which is not the subject of a Written notification within the Warranty Period.

12.2 Swift shall have no liability to the Client under the Warranty in respect of any Products which;

(a) have not been maintained by the Client in accordance with the Swift's recommendations or Manufacturer's instructions;

(b) have been operated or modified contrary to Swift's recommendations or Manufacturer's instructions;

(c) have had their serial numbers removed or altered; or

(d) have been subject to abuse, negligent or other improper treatment or have been otherwise damaged by the Client or its agents at any time after delivery.

12.3 The Client acknowledges that there will be occasions when a problem occurs by virtue of, without limitation, a computer virus or bug. Swift will use its best endeavours to resolve this matter with the Manufacturer of the relevant software and at no cost to the Client. However, if the Manufacturer decides that a new release/version is required, Swift will install this at no cost to the Client.

12.4 Save as provided in Clause 11, all other warranties, conditions or any other terms implied by statute or common law as to the quality or fitness of the Products or their compliance with any description or sample are excluded to the fullest extent permitted by law.

13. Hardware and Software Maintenance

13.1 Swift will contract on behalf of Client for support and maintenance services for the Hardware and where appropriate for the Software. If applicable such maintenance services will be listed in the Statement of Work.

13.2 Swift will on Client's demand provide additional support and maintenance services.

14. Data Protection

14.1 If Swift provides Services during which it has access to Client's data Swift acknowledges and agrees that Client shall be the data controller and Swift shall be data processor for the purposes of the DPA.

14.2 Swift warrants and undertakes at all times:

(a) to act only on the instructions of Client in respect of all processing of the Data;

(b) put in place appropriate security measures to avoid unlawful processing, accidental loss, destruction or damage to the Data; and

(c) act in accordance with the DPA.

14.3 Swift will assist Client in complying with any legislative orregulatory responsibilities or liabilities under the DPA by promptly providing such information about Swift's processing of the Data as Client requires from time to time.

15. Intellectual Property Rights

15.1 This Agreement does not assign and (each Party retains) any pre-existing Intellectual Property Rights belonging to each of them.

15.2 Client grants to Swift during the Term in respect of the Services, a right to copy the Data solely for the purposes of the provision of the Services

16. Confidentiality

16.1 Each Party must use all Confidential Information it receives orobtains solely for the purpose of performing this Agreement and keep all such information strictly confidential.

16.2 A Party may disclose information which would otherwise be Confidential Information if and to the extent:

(a) required by law, or by any securities exchange or regulatory or governmental body to which such Party is subject or submits to, wherever situated (whether or not the requirement for information has the force of law);

(b) disclosed to the professional advisers, auditors and bankers of such Party;

(c) the information has come into the public domain through no fault of that Party;

(d) the information has been received from a third party under no such confidentiality obligations; or

(e) with the prior written approval of the other Party.

(f) The restrictions contained in this Clause shall continue to apply after the termination or expiry of this Agreement without limit in time

17. Termination

17.1 Each Party may at any time terminate this Agreement by giving the other Party a six (6) month written notice.

17.2 Each Party may at any time by notice to the other Party terminate the Agreement with immediate effect if the other Party is declared insolvent or is not capable of paying its debts.

17.3 Each Party may at any time by notice in writing terminate a Statement of Work with immediate effect if the other Party is in material breach and (in the case of remediable breach) fails to remedy the breach within twenty (20) Business Days of receipt of written notice to do so

18. Consequences of Termination

18.1 Upon termination of a Statement of Work under Clause 17.3, Swift shall continue to provide Deliverables in relation to all non-terminated Statement of Works in accordance with the provisions of this Agreement

18.2 Upon termination of this Agreement under Clause 23.1:

(a) all existing Statements of Work will be continued until theobligations of the Parties have been performed; and

(b) after all Statements of Work have been completed each Party shall return to the other, at its own expense, all material or documentation belonging to the other.

18.3 Upon termination of this Agreement under Clause 17.2 or 17.3:

(a) all Statements of Work will be terminated on the same date as the Agreement; and

(b) each Party shall return to the other, at its own expense, all material or documentation belonging to the other.

18.4 Upon termination of this Agreement or any Statement of Work for any reason whatsoever the Charge for all Deliverables delivered to the Client under any terminated Statement of Work, whether invoiced or not as at the termination date become due for payment immediately.

18.5 Termination or expiry of this Agreement or of a Statement of Work will not affect the rights and obligations of the Parties accrued at the date of termination or expiry.

18.6 Clauses 8, 14, 15, 16 and 19 will survive termination of this Agreement together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement.

19. Liability

19.1 Neither Party limits its liability for:(a) death or personal injury resulting from negligence; or

(b) fraud or fraudulent misrepresentation.

19.2 Client agrees that, in view of their nature, Client's use of the Services is at Client's sole risk. Whilst Swift will use all reasonable endeavours to ensure that the Services are of a high quality, Swift and any of Swift's agents, contractors, sub-contractors, licensees, employees, partners or information providers involved in providing the Services will use all reasonable endeavours to ensure that the Services are uninterrupted and free from error. Where necessary for commercial, technical or other reasons:

(a) a network or service provider connected to the Services may suspend or terminate its connection to the Services; and

(b) the Services may suspend or terminate their connection to another network or service provider.

19.3 Client agrees that any such suspension or termination referred to in Clause 19.2 above will not constitute a breach by Swift of the Agreement and that the Services are provided on an "as is" basis without guarantee.

19.4 Client further agrees that Swift will not be held liable for anycosts, expenses, losses, damages or other liabilities (howsoever arising)which Client may incur as a result of a suspension of the Services under Clause 19.2. For the avoidance of doubt this Clause 19.4 shall not prejudice or affect Client's other rights to demand service credits, if applicable, if the cause of the delay or interruption is caused by Swift.

19.5 In no circumstances whatsoever will Swift be liable to Client (whether in contract, or for breach of duty, or negligence or otherwise) for any indirect, incidental or special loss or damage or any loss of business or of contracts, profit, opportunity, goodwill, reputation, or anticipated savings which arises out of or in connection with any use of, or inability to use, the System as a whole of the Services, Hardware and/or Software.

19.6 In any event Swift's aggregate liability to Client for failure of theSystem, breach and/or negligence in connection with this Agreement shall not exceed the amount of Charges paid by Client to Swift under the relevant Statement of Work.

20. Warranties and Indemnities

20.1 Swift warrants that the Services will be provided with allappropriate skill, care and diligence, in accordance with Good Industry Practice.

20.2 Swift shall fully and effectively indemnify, defend and hold Client harmless from any and all Losses arising from any third party claim, demand, proceeding or other action (a Claim) that the System breaches third party's Intellectual Property Rights provided that Client shall promptly notify Swift of any allegation by a third party of Intellectual Property infringement to which this Clause applies, shall not make any admission relating to such allegation without Swift's consent and will provide such cooperation as is necessary in respect of Swift's defence of the Claim. Swift reimburse all Client's reasonable costs in complying with this Clause 20.2.

21. Notices

21.1 Any notice or communication to be made hereunder or in connectionwith this Agreement shall be in writing in the English language.

21.2 Any such notice shall be

(a) personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address; or

(b) sent by registered delivery, in which case it shall be deemed to have been received on signature of the letter by the recipient; or

(c) sent by facsimile, in which case it shall be deemed to have been given when despatched, subject to confirmation of uninterrupted transmission by a transmission report provided that any notice despatched by facsimile after17.00 hours on any day shall be deemed to have been received at 08.00 on the next day.

21.3 Any such notice shall be addressed to the Parties at the addresses set out on the signature page of this Agreement.

21.4 Any Party to this Agreement may notify the other Party of any change to the details supplied in this Agreement, provided that such notification shall only be effective on the date specified in such notice of five days after the notice is given, whichever is later.

22. General

22.1 Further assurance. Each of the Parties shall use all reasonable endeavours to do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as may from time to time be reasonably required for the purpose of giving the other Party the full benefit of the provisions of this Agreement, and the documents referred to in it.

22.2 No partnership. Nothing in this Agreement, and the documents referred to in it, is intended to or shall operate to create a partnership or joint venture of any kind between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22.3 Waiver and remedies. The failure to exercise or delay in exercising aright or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement will not prevent a party from subsequently requiring compliance with the waived obligation. The rights and remedies provided by this Agreement are cumulative and (subject as otherwise provided in this Agreement) are not exclusive of any rights or remedies provided by law.

22.4 Severance. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

22.5 Amendment. No amendment of this Agreement shall be effective unless and until it is in writing and signed by (or by some person duly authorised by) each of the Parties.

22.6 Entire agreement.

(a) Each of the Parties acknowledges and agrees that in entering into this Agreement including all Statements of Work referred to in it, it does not rely on any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.

(b) Each of the Parties acknowledges and agrees that the only remedy available to it for breach of this Agreement shall be for breach of contract under the terms of this Agreement. Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud.

(c) This Agreement, and each Statement of Work, constitute the entire agreement and understanding of the Parties and supersedes any previous agreement between the Parties relating to the subject matter of this Agreement.

(d) In case of conflict between a Statement of Work and the main body of this Agreement, the relevant Statement of Work will take precedence.

22.7 Costs. Each Party shall pay its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.

22.8 Third party rights. No term of this Agreement shall be enforceable under The Contracts (Rights of Third Parties) Act 1999 by a third party.

22.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

22.10 Priority In the event of a conflict, the terms of the relevant Statement of Work will prevail over this Agreement.

23. Dispute Escalation Procedure

23.1 Where at any point during the Term of this Agreement any matter relating to this Agreement cannot be agreed by the Parties, it shall be escalated as follows:

(a) The matter shall be referred as soon as practicable to the Parties' Representatives for resolution;

(b) If the matter has not been resolved within ten (10) Business Days ofbeing transferred to the Representatives, or if the Representatives determine it is capable of being resolved at that level, then the matter shall be immediately referred to the responsible person/CEO of Swift and Client;

(c) If the matter has not been resolved within ten (10) Business Days of being referred then the Parties must promptly refer the matter for resolution in accordance with the provisions of Clause 24.

23.2 Any joint decision as to a resolution at any stage in the above process shall be recorded in writing and signed on behalf of each Party by the respective representatives and shall be final and binding on the parties.The Representatives shall keep a record of all such resolutions.

24.2 The Parties hereby submit to the exclusive jurisdiction of the courtsof England for all purposes relating to this Agreement