These terms and conditions apply between you, the User of this Web Site and GeoPlacer LTD, the owner and provider of this Web Site. As a User of this site, you must carefully read and agree to the terms set out below prior to access. If you do not wish to be bound by these terms, you may not access or use this site.

1.0 DEFINITIONS AND INTERPRETATION

For the purpose of this document, the following terms shall have the following meanings:

“Account”	means collectively the personal information, and credentials used by Users to access Material and / or any communications System on the Web Site;
“Content”	means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;
“Cookie”	means a small text file placed on your computer by GeoPlacer when you visit certain parts of this Web Site. This allows us to identify recurring visitors and to analyse their browsing habits within the Web Site. Further details are contained in Section 2.0 of this Policy;
“Data”	means collectively all information that you submit to the Web Site. This includes, but is not limited to, Account details and information submitted using any of our Services or Systems;
“Database”	means collectively all of the information submitted by all Users of the Web Site. This includes but is not limited to, account details and information submitted using any of our Services or Systems;
“Designated Officer”	means the GeoPlacer representative appointed with the specific responsibility of overseeing data protection and ensuring compliance with the act
“GeoPlacer” / “Geoplacer.com”/ “Company” / “Service Provider” / “Database Owner” “Information”	means GeoPlacer Ltd a company registered in the United Kingdom under number 409053 whose registered office is at 100 Union Street Aberdeen, Scotland, AB210 1QR means any facts or knowledge obtained by any party under the terms of this agreement.
“Service” “Subscriber”	means collectively any online facilities, tools, services or information that GeoPlacer makes available through the Web Site either now or in the future; means any individual or company that has registered as a user of the GeoPlacer Web Site.
“System”	means any online communications infrastructure that GeoPlacer makes available through the Web Site either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
“The Act”	means the 1998 Data Protection Act
“User” / “Users”	means any third party that accesses the Web Site and is not employed by GeoPlacer and acting in the course of their employment; and
“Web Site”	means the website that you are currently using (www.geoplacer.com) and any sub-domains of this site (e.g. www.geoplacer.com/registration) unless expressly excluded by their own terms and conditions.

1.1 Unless the context otherwise requires, each reference in this Agreement to:

1.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.1.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

1.1.4 a Schedule is a schedule to this Agreement; and

1.1.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.

1.1.6 a "Party" or the "Parties" refer to the parties to this Agreement.

1.2 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.3 Words imparting the singular number shall include the plural and vice versa.

1.4 References to any gender shall include the other gender.

2.0 PRIVACY POLICY

This Policy applies to our use of any and all Data collected by us in relation to your use of the Web Site and any Services or Systems therein.

2.1 Data Collected

Without limitation, any of the following Data may be collected:

2.1.1 name;

2.1.2 date of birth;

2.1.3 gender;

2.1.4 job title;

2.1.5 profession, professional qualifications, experience, competences and certifications, employment history and future professional commitments;

2.1.6 employer and employer details;

2.1.7 contact information such as email addresses and telephone numbers;

2.1.8 demographic information such as post code, preferences and interests;

2.1.9 IP address (automatically collected);

2.1.10 web browser type and version (automatically collected);

2.1.11 operating system (automatically collected);

2.1.12 a list of URLS starting with a referring site, your activity on this Web Site, and the site you exit to (automatically collected); and

2.1.13 Cookie information (see Clause 2.8 below).

2.2 Our Use of Data

2.2.1 Any personal Data you submit will be retained by GeoPlacer for as long as you use the Services and Systems provided on the Web Site. Data that you may submit through any communications System that we may provide may be retained for a longer period.

2.2.2 Unless we are obliged or permitted by law to do so, and subject to Clause 2.4, your Data will not be disclosed to third parties unless you consent for us to do so. This does not include other companies within our group.

2.2.3 All personal Data is stored securely in accordance with the principles of the Data Protection Act 1998. For more details on security, see Section 3.0 (Data Protection) below.

2.2.4 Any or all of the above Data may be required by us from time to time in order to provide you with the best possible service and experience when using our Web Site. Specifically, Data may be used by us for the following reasons:

· internal record keeping;

· improvement of our products / services;

· transmission by email of promotional materials that may be of interest to you;

· provision of work seeking services.for consultants, this includes making details of your GeoPlacer online profile visible to Clients/Operators. Consultant identity will always remain anonymous unless permission is expressly obtained from said consultant.

2.3 Third Party Web Sites and Services

GeoPlacer may, from time to time, employ the services of other parties for dealing with matters that may include, but are not limited to, website development, delivery of goods, search engine facilities, advertising and marketing. With the exception of website developers, the providers of such services do not have access to personal Data provided by Users of this Web Site. Any Data used by our website developers is used only to the extent required by them to perform the services that GeoPlacer requests. Any use for other purposes is strictly prohibited. Furthermore, any Data that is processed by third parties must be processed within the terms of this Policy and in accordance with the Data Protection Act 1998.

2.4 Changes of Business Ownership and Control

2.4.1 GeoPlacer may, from time to time, expand or reduce its business and this may involve the sale of certain divisions or the transfer of control of certain divisions to other parties. Data provided by Users will, where it is relevant to any division so transferred, be transferred along with that division and the new owner or newly controlling party will, under the terms of this Policy, be permitted to use the Data for the purposes for which it was supplied by you.

2.4.2 In the event that any Data submitted by Users will be transferred in such a manner, you will be contacted in advance and informed of the changes. When contacted you will be given the choice to have your Data deleted or withheld from the new owner or controller.

2.5 Your Right to Withhold Information

2.5.1 You may access certain areas of the Web Site without providing any Data at all. However, to use all Services and Systems available on the Web Site you may be required to submit Account information or other Data.

2.5.2 You may restrict your internet browser’s use of Cookies. For more information see Clause 2.8 below.

2.6 Accessing your own Data

2.6.1 You may access your Account at any time to view or amend the Data. You may need to modify or update your Data if your circumstances change. Additional Data as to your marketing preferences may also be stored and you may change this at any time.

2.7 Security

2.7.1 Data security is of great importance to GeoPlacer and to protect your Data we have put in place suitable physical, electronic and managerial procedures.

2.8 Cookies

2.8.1 GeoPlacer may set and access Cookies on your computer. All Cookies used by the Web Site are used in accordance with the provisions of the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended by the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011. GeoPlacer has carefully chosen these Cookies and uses them to facilitate certain functions and features of the Web Site. We also use Cookies for analytics purposes. These Cookies track your movements and activities on the Web Site and are designed to give us a better understanding of our users, thus enabling us to improve the Web Site and our services.

2.8.2 By agreeing to the terms and conditions herein, you agree to allow the Web Site to set Cookies on your computer. Users have the right to opt out of this at any time and can do so by contacting GeoPlacer directly. None of the Cookies set by the Web Site jeopardise your privacy in any way and no personal data is collected. By allowing the setting of our Cookies you are enabling us to provide the best possible experience and service to you through our Web Site. If you wish to deny your consent to the placing of Cookies, certain features of the Web Site may not function fully or as intended.

2.8.3 Certain features of the Web Site depend upon Cookies to function. You will not be asked for your consent to place these Cookies however you may still disable cookies via your web browser’s settings, as set out in sub-Clause 2.8.2.

2.8.4 You can choose to enable or disable Cookies in your web browser. By default, your browser will accept Cookies, however this can be altered. For further details please consult the help menu in your browser. Disabling Cookies may prevent you from using the full range of Services available on the Web Site.

2.8.5 You may delete Cookies at any time however you may lose any information that enables you to access the Web Site more quickly.

2.8.6 It is recommended that you ensure that your internet browser is up-to-date and that you consult the help and guidance provided by the developer of your browser if you are unsure as to how to adjust your privacy settings.

2.9 Changes to this Privacy Policy

GeoPlacer reserves the right to change this Privacy Policy as we may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the Web Site and you are deemed to have accepted the terms of the Policy on your first use of the Web Site following the alterations.

3.0 DATA PROTECTION POLICY

This policy sets out the obligations of GeoPlacer with regard to data protection and the rights of Users with respect to their personal data under the Data Protection Act 1998 (“the Act”).

It sets out procedures which are to be followed when dealing with personal data. The procedures set out herein must be followed by the GeoPlacer, its employees, contractors, agents, consultants, partners or other parties working on behalf of the Company. GeoPlacer views the correct and lawful handling of personal data as key to its success and dealings with third parties. The Company shall ensure that it handles all personal data correctly and lawfully.

3.1 The Data Protection Principles

This Policy aims to ensure compliance with the Act. The Act sets out eight principles with which any party handling personal data must comply. All personal data:

3.1.1 Must be processed fairly and lawfully (and shall not be processed unless certain conditions are met);

3.1.2 Must be obtained only for specified and lawful purposes and shall not be processed in any manner which is incompatible with those purposes;

3.1.3 Must be adequate, relevant and not excessive with respect to the purposes for which it is processed;

3.1.4 Must be accurate and, where appropriate, kept up-to-date;

3.1.5 Must be kept for no longer than is necessary in light of the purpose(s) for which it is processed;

3.1.6 Must be processed in accordance with the rights of data subjects under the Act;

3.1.7 Must be protected against unauthorised or unlawful processing, accidental loss, destruction or damage through appropriate technical and organisational measures; and

3.1.8 Must not be transferred to a country or territory outside of the European Economic Area unless that country or territory ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data.

3.2 Rights of Data Subjects

Under the Act, data subjects have the following rights:

3.2.1 The right to access any of their personal data held by the Company within 40 days of making a request;

3.2.2 The right to prevent the processing of their personal data in limited circumstances; and

3.2.3 The right to rectify, block, erase or destroy incorrect personal data.

3.3 Personal Data

The Company only holds personal data which is directly relevant to its dealings with a given data subject. That data will be held and processed in accordance with the data protection principles and with this Policy.

The data collected by GeoPlacer is detailed above in Section 2.1. This information will be held and processed by the Company from time to time.

3.3.1 Personal data is defined by the Act as data which relates to a living individual who can be identified from that data or from that data and other information which is in the possession of, or is likely to come into the possession of, the data controller, and includes any expression of opinion about the individual and any indication of the intentions of the data controller or any other person in respect of the individual.

3.3.2 The Act also defines “sensitive personal data” as personal data relating to the racial or ethnic origin of the data subject; their political opinions; their religious (or similar) beliefs; trade union membership; their physical or mental health condition; their sexual life; the commission or alleged commission by them of any offence; or any proceedings for any offence committed or alleged to have been committed by them, the disposal of such proceedings or the sentence of any court in such proceedings.

3.4 Processing Personal Data

Any and all personal data collected by GeoPlacer is collected in order to ensure that the Company can facilitate efficient transactions with third parties including, but not limited to, its customers, partners, associates and affiliates and efficiently manage its employees, contractors, agents and consultants. Personal data shall also be used by the Company in meeting any and all relevant obligations imposed by law.

Personal data may be disclosed within GeoPlacer. Personal data may be passed from one department to another in accordance with the data protection principles and this Policy. Under no circumstances will personal data be passed to any department or any individual within the Company that does not reasonably require access to that personal data with respect to the purpose(s) for which it was collected and is being processed.

GeoPlacer shall ensure that all personal data collected and processed for and on behalf of the Company by any party is collected and processed fairly and lawfully. Data subjects are made fully aware of the reasons for the collection of personal data and are given details of the purpose for which the data will be used:

3.4.1 Personal data is only collected to the extent that is necessary to fulfil the stated purpose(s);

3.4.2 All personal data is accurate at the time of collection and kept accurate and up-to-date while it is being held and / or processed;

3.4.3 No personal data is held for any longer than necessary in light of the stated purpose(s);

3.4.4 All personal data is held in a safe and secure manner, taking all appropriate technical and organisational measures to protect the data;

3.4.5 All personal data is transferred using secure means, electronically or otherwise;

3.4.6 No personal data is transferred outside of the UK or EEA (as appropriate) without first ensuring that appropriate safeguards are in place in the destination country or territory; and

3.4.7 All data subjects can exercise their rights set out above in Section 3.2 and more fully in the Act.

3.5 Data Protection Procedures

GeoPlacer shall ensure that all of its employees, contractors, agents, consultants, partners or other parties working on behalf of the Company comply with the following when processing and / or transmitting personal data:

3.5.1 Personal data may be transmitted over secure networks only – transmission over unsecured networks is not permitted in any circumstances;

3.5.2 Personal data may not be transmitted over a wireless network if there is a wired alternative that is reasonably practicable;

3.5.3 Personal data contained in the body of an email, whether sent or received, should be copied from the body of that email and stored securely. The email itself should be deleted. All temporary files associated therewith should also be deleted;

3.5.4 Where Personal data is to be sent by facsimile transmission the recipient should be informed in advance of the transmission and should be waiting by the fax machine to receive the data;

3.5.5 Where Personal data is to be transferred in hardcopy form it should be passed directly to the recipient. Using an intermediary is not permitted;

3.5.6 All hardcopies of personal data should be stored securely in a locked box, drawer, cabinet or similar;

3.5.7 All electronic copies of personal data should be stored securely using passwords and suitable data encryption, where possible on a drive or server which cannot be accessed via the internet; and

3.5.8 All passwords used to protect personal data should be changed regularly and should not use words or phrases which can be easily guessed or otherwise compromised.

3.6 Organisational Measures

GeoPlacer shall ensure that the following measures are taken with respect to the collection, holding and processing of personal data:

3.6.1 A designated officer (“the Designated Officer”) within the Company shall be appointed with the specific responsibility of overseeing data protection and ensuring compliance with the Act.

3.6.2 All employees, contractors, agents, consultants, partners, affiliates or other parties working on behalf of the Company are made fully aware of both their individual responsibilities and the Company’s responsibilities under the Act and shall be furnished with a copy of this Policy.

3.6.3 All employees, contractors, agents, consultants, partners or other parties working on behalf of the Company handling personal data will be appropriately trained to do so.

3.6.4 All employees, contractors, agents, consultants, partners or other parties working on behalf of the Company handling personal data will be appropriately supervised.

3.6.5 Methods of collecting, holding and processing personal data shall be regularly evaluated and reviewed.

3.6.6 The Performance of those employees, contractors, agents, consultants, partners or other parties working on behalf of the Company handling personal data shall be regularly evaluated and reviewed.

3.6.7 All employees, contractors, agents, consultants, partners or other parties working on behalf of the Company handling personal data will be bound to do so in accordance with the principles of the Act and this Policy by contract. Failure by any employee to comply with the principles or this Policy shall constitute a disciplinary offence. Failure by any contractor, agent, consultant, partner or other party to comply with the principles or this Policy shall constitute a breach of contract. In all cases, failure to comply with the principles or this Policy may also constitute a criminal offence under the Act.

3.6.8 All contractors, agents, consultants, partners or other parties working on behalf of the Company handling personal data must ensure that any and all of their employees who are involved in the processing of personal data are held to the same conditions as those relevant employees of the Company arising out of this Policy and the Act.

3.6.9 Where any contractor, agent, consultant, partner or other party working on behalf of the Company handling personal data fails in their obligations under this Policy that party shall indemnify and hold harmless the Company against any costs, liability, damages, loss, claims or proceedings which may arise out of that failure.

3.7 Access by Data Subjects

A data subject may make a subject access request (“SAR”) at any time to see the information which the Company holds about them.

3.7.1 SARs must be made in writing, accompanied by the correct fee.

3.7.2 The Company currently requires a fee of £10 (the statutory maximum) with all SARs.

3.7.3 Upon receipt of a SAR the Company shall have a maximum period of 40 days within which to respond. The following information will be provided to the data subject:

3.7.4 Whether or not the Company holds any personal data on the data subject;

3.7.5 A description of any personal data held on the data subject;

3.7.6 Details of what that personal data is used for;

3.7.7 Details of any third-party organisations that personal data is passed to; and

3.7.8 Details of any technical terminology or codes.

3.8 Notification to the Information Commissioner’s Office

As a data controller, the Company is required to notify the Information Commissioner’s Office that it is processing personal data. The Company is registered in the register of data controllers. Data controllers must renew their notification with the Information Commissioner’s Office on an annual basis. Failure to notify constitutes a criminal offence.

Any changes to the register must be notified to the Information Commissioner’s Office within 28 days of taking place. The Designated Officer shall be responsible for notifying and updating the Information Commissioner’s Office.

3.9 Implementation of Policy

This Policy shall be Valid with immediate effect. No part of this Policy shall have retroactive effect and shall thus apply only to matters occurring on or after Acceptance.

4.0 basic terms of use

This agreement applies as between you, the User of this Web Site and GeoPlacer, the owner(s) of this Web Site. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these terms and conditions, you should stop using the Web Site immediately.

4.1 Intellectual Property

4.1.1 All Content included on the Web Site, unless uploaded by Users, including, but not limited to, the concept, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of GeoPlacer Ltd, our affiliates or other relevant third parties. By continuing to use the Web Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other relevant laws.

4.1.2 Subject to sub-clause 4.1.3 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Web Site unless otherwise indicated on the Web Site or unless given express written permission to do so by GeoPlacer.

4.1.3 Material from the Web Site may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

4.1.4 Copyright Notice: © GeoPlacer, All Rights Reserved The content of this website is protected by the copyright laws of the United Kingdom and by international laws and conventions. No content from this website may be copied, reproduced or revised without the prior written consent of GeoPlacer. Copies of content may be saved and/or printed for personal use only.

4.1.5 Registered Trademark Notice:

GeoPlacer ® is a registered trademark of GeoPlacer LTD

4.2 Links to Other Web Sites

This Web Site may contain links to other sites. Unless expressly stated, these sites are not under the control of GeoPlacer or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.

4.3 Links to this Web Site

Those wishing to place a link to this Web Site on other sites may do so only to the home page of the site www.geoplacer.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of GeoPlacer. To find out more please contact us by email at info@geoplacer.com or by telephone +44 (0)1224 703884.

4.4 Disclaimers

4.4.1 GeoPlacer makes no guarantee or representation that the Web Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service.

4.4.2 No part of this Web Site is intended to constitute advice and the Content of this Web Site should not be relied upon when making any decisions or taking any action of any kind.

4.5 Availability of the Web Site

The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

GeoPlacer accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

4.6 Limitation of Liability

4.6.1 To the maximum extent permitted by law, GeoPlacer accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and its Content at their own risk.

4.6.2 Nothing in these terms and conditions excludes or restricts GeoPlacer’s liability for death or personal injury resulting from any negligence or fraud on the part of GeoPlacer.

4.6.3 Every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977. However, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.

4.7 No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

4.8 Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

4.9 Notices

All notices / communications shall be given to us either by post to our Premises (see address above) or by email to info@geoplacer.com Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

4.10 Law and Jurisdiction

These terms and conditions and the relationship between you and GeoPlacer shall be governed by and construed in accordance with Scottish Law and GeoPlacer and you agree to submit to the exclusive jurisdiction of the Courts of Scotland.

5.0 SERVICE AGREEMENT

WHEREAS:

(1) The Service Provider (GeoPlacer) is engaged in the business of providing Services in relation to the oil and gas industry and has reasonable skill, knowledge and experience in that field.

(2) In reliance upon that skill, knowledge, and experience the Web Site User wishes to engage the Service Provider to provide certain services and the Service Provider has agreed to accept the engagement on the terms and conditions of this Agreement.

5.1 Provision of the services

5.1.1 The Service Provider shall, throughout the continuance of this Agreement, provide the Services to the User and the User shall promptly obtain, maintain and make available all necessary assets, equipment, resources, personnel, capital and other facilities required for the provision of the Services.

5.2 User’s Obligations

5.2.1 The User shall provide the Service Provider with such technical advice in connection with the performance of the Services as the Service Provider may from time to time reasonably require and provide the Service Provider with all necessary material which the User requires to be observed.

5.2.2 The User shall provide the Service Provider with any information reasonably required before the commencement of the Services.

5.2.3 The User and the Service Provider shall each use their reasonable endeavours to keep each other informed of any special requirements (including statutes and codes of good practice) applicable to the rendering of the Services. To the extent necessary and appropriate the Service Provider shall promptly take steps to comply with any such special requirements.

5.2.4 In the event that the User or any third party, not being a subcontractor of the Service Provider, shall omit or commit anything which prevents or delays the Service Provider from undertaking or complying with any of its obligations under this Agreement, then the Service Provider shall notify the User as soon as possible and the Service Provider shall have no liability in respect of any delay in the provision of the Services so occasioned.

5.2.5 The User will make every possible endeavour to ensure that the Data entered into the Web Site is accurate and relevant. Failure to do so could result in the User’s access privileges being revoked.

5.3 Term and Termination

5.3.1 This Agreement shall come into force with immediate effect.

5.3.2 GeoPlacer reserves the right to terminate User’s access to the website at any point and may do so without explanation.

5.4 Effects of Termination

Upon the termination of this Agreement for any reason:

5.4.1 any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;

5.4.2 Clause 5.5 shall remain in effect;

5.4.3 each Party shall (except to the extent referred to in Clause 5.8 forthwith cease to use, either directly or indirectly, any Information, and shall forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information.

5.5 Confidentiality

5.5.1 Each Party undertakes that, except as provided by Clause 5.2 or as authorised in writing by the other Party, it shall, at all times:

5.5.1.1 keep confidential all Information;

5.5.1.2 not disclose any Information to any other person;

5.5.1.3 not use any Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

5.5.1.4 not make any copies of, record in any way or part with possession of any Information; and

5.5.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 6.4.1.1 to 6.4.1.4 above.

Either Party may:

5.5.2 disclose any Confidential Information to:

5.5.2.1 any sub-contractor or supplier of that Party;

5.5.2.2 any governmental or other authority or regulatory body; or

5.5.2.3 any employee or officer of that Party or of any of the aforementioned persons;

to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 5.5.2.2 above or any authorised employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

5.5.3 Neither Party may:

5.5.3.1 use any Information obtained from GeoPlacer for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

5.5.3.2 The provisions of this Clause 5.5 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

5.6 Time

GeoPlacer shall use all reasonable endeavours to complete provision of the Services within estimated time frames but time shall not be of the essence in the performance of any Services.

5.7 Relationship of the Parties

5.7.3 Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other Party for any purpose.

5.7.4 Subject to any express provisions to the contrary in this Agreement, the Service Provider shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the User or bind the User in any way.

5.8 Liability

Any act or omission of any subsidiary, employee, contractor, representative or agent of the User involved in the performance of this Agreement shall be considered in relation to this Agreement as an act or omission of the User.

5.9 Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

5.10 Law and Jurisdiction

5.10.3 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Scotland.

5.10.4 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Scotland.