11 Palace Court, W2

Agents: Knight Frank LLP (registered in England with number OC305934)

To: All viewers (each “you” and “your”)

Your use of the Website and the Information accessible through it is conditional on and subject to these Rules. By:

• your representative having ticked the acceptance box in the application form for a login and password to allow access to the Website; and/or

• accessing any of the Information on this Website,

you confirm that you have read and agree to be bound by these Rules, and agree to procure that each of your Representatives shall also read and be bound by these Rules.

INDEX

1. General

2. Agreement

3. Confidentiality

4. No representations, responsibility or warranty

5. Protective provisions

6. Return or removal of Information

7. Law and jurisdiction

1. GENERAL

1.1 This document sets out the rules (Rules) controlling the use of the website data room (Website) and all Information made available confidentially to potential buyers and their Representatives in relation to the proposed disposal by the Seller of the Property or an interest in the Property (Proposed Transaction).

1.2 In offering access to the Website, the Seller and/or the Seller’s Solicitors and/or the selling Agents are making available a facility which allows potential buyers and their Representatives to access, via the internet, information and documentation (Information) relating to the Proposed Transaction.

2. AGREEMENT

2.1 In consideration of provision of a login and password to allow access to this Website, potential buyers for themselves and for and on behalf of all of their officers, employees and professional advisors to whom they wish to give access to the Website or any of the Information (Representatives) agree to be bound by these Rules.

2.2 These Rules apply to each and every occasion on which the Website is accessed by any potential buyer or Representative.

2.3 Potential buyers and their Representatives shall only be granted access to the Website:

(a) if acceptance of these Rules was confirmed by them or on their behalf when their details were registered on the application page of this Website; and

(b) with the prior consent of the Seller, the Seller's Solicitors or the Agents; such consent may be withdrawn at any time without prior notice.

2.4 Potential buyers shall only allow their Representatives (and, without prejudice to the other restrictions in these Rules, Representatives shall only allow any of their Representatives) access to the Website (or any login or password supplied in respect of the Website) or any of the Information if they have first agreed to be bound by these Rules.

2.5 Each potential buyer and Representative confirms that they have read and are fully aware of these Rules and agrees to be bound by their provisions as if they had personally signed these Rules.

2.6 Each potential buyer and Representative shall (without prejudice to the other restrictions in these Rules) ensure that their Representatives are aware of and comply with their obligations under these Rules.

3. CONFIDENTIALITY

3.1 In consideration of the Seller supplying the Information and/or allowing access to the Website, you undertake and agree as follows (subject to paragraph 3.2 below):

(a) to hold the Information in confidence and not to disclose or permit it to be made available to any person (which expression includes any individual, firm or corporate body) except:

(i) to your Representatives in relation to the Proposed Transaction; or

(ii) with the Seller’s prior written consent;

(b) only to use the Information for the purposes of the Proposed Transaction;

(c) to ensure that each person to whom disclosure of Information is made is fully aware in advance of these Rules and that each such person gives an undertaking to comply with these Rules; and

(d) to keep confidential and not reveal to any person, firm or company (other than your Representatives in accordance with these Rules) the fact of your investigations into the Property or that discussions or negotiations are taking place or have taken place in connection with the Property.

3.2 Nothing in paragraph 3.1 above shall apply to any Information which:

(a) at the time of its disclosure by the Seller was already in the public domain;

(b) comes into the public domain for any reason except failure on the part of any person to comply with these Rules;

(c) is disclosed by the Seller, Seller’s Solicitors or Agents expressly on a non-confidential basis;

(d) is subsequently received by a potential buyer or Representative from a third party without any obligations of confidentiality; or

(e) the relevant person is required to disclose by law or any competent regulatory or government authority.

4. NO REPRESENTATIONS, RESPONSIBILITY OR WARRANTY

4.1 Without prejudice to the other provisions of these Rules:

(a) you cannot rely on statements by the Agents, any joint selling agents or any members, ‘partners’, consultants, employees or advisers of the Agents or any joint selling agents (each, including the Agents, an “Agent Person”) in the Information or by word of mouth or in writing as being factually accurate about the Property, its condition or its value. No Agent Person has any authority to make any representations about the Property, and accordingly any such information is given entirely without responsibility on the part of any Agent Person, the Seller or the Seller’s Solicitors;

(b) no Agent Person has or assumes any responsibility for the Information, or for the accuracy, reliability or completeness of any of the Information or any assumption on which any of the Information is based, or shall be under any obligation to update or correct any inaccuracy in the Information, or shall have any responsibility, duty of care or liability whatsoever (whether by reference to contract or tort, misrepresentation, statutory duty or otherwise including, but not limited to, negligence) to you or any other person in respect of any of the Information.

4.2 None of the Information is an offer or contract, or part of one. Except as may be otherwise provided in any final written agreement prepared by the Seller’s Solicitors relating to the Proposed Transaction (Transaction Document), no representation or warranty, express or implied, is made or given by or on behalf of the Seller as to the adequacy, accuracy, reliability or completeness of the Information or as to the reasonableness of any assumptions on which any of it is based.

4.3 You agree, on your own behalf and on behalf of any person to whom you make known any part of the Information (subject to the provisions of clause 3 and the other provisions of these Rules), that except as may be otherwise provided in any Transaction Document, none of the Seller, or the Seller’s Solicitors, or any of its subsidiary undertakings, or any of their respective partners, directors, employees, advisers or agents have any liability to potential buyers or their Representatives or any person to whom Information is made available, resulting from the use of the Information, or have any obligation to provide any additional information or to update or correct any inaccuracies which may become apparent in any of the Information.

4.4 You must take your own independent advice and satisfy yourself by all appropriate independent inspections, surveys, searches and enquiries about all matters relating to the Property and the subject matter and contents of the Information for all purposes and before taking any step or omitting to take any step in relation thereto.

5. PROTECTIVE PROVISIONS

Whilst using the Website, you must:

(a) take all reasonable steps to ensure that none of the Information is visible to, or capable of being overlooked by, other persons;

(b) not leave computers or other communications devices through which the Website is accessed unattended whilst connected to the Website;

(c) ensure that you log out and close your browser when you have finished using the Website;

(d) not deface, mark, alter, modify, vary (including varying the sequence of) damage or destroy in any way any Information contained on the Website;

(e) not attempt to download, scan, copy, print or otherwise capture any of the information contained in the Website, except to print information for which the print capability has been enabled as indicated by the Website index and to download any information for which the download capability has been enabled as indicated by the Website index;

(f) not attempt to disable the protection software associated with the Website; and

(g) not share your Website login or password with anyone else (or allow your login or password to be stored by your browser for automatic re-entry), except as agreed in writing with the Agents.

6. RETURN OR REMOVAL OF INFORMATION

You confirm that at the Seller’s or Seller’s Solicitors’ or Agent’s request you will (except for any information which, subject to the provisions of clause 3, you are required to retain or maintain by law or any competent regulatory or government authority):

(a) return to the Seller or, at its choice, destroy all Information downloaded from the Website and any information derived or generated therefrom together with any copies thereof (in all cases whether in your possession or in the possession of others to whom such information has been made known in whatever form by you or your Representatives (without prejudice to the other provisions of these Rules));

(b) to the extent technically practicable, delete all information downloaded from the Website and any information derived or generated therefrom from any computer, word processor or other like device in your possession, custody or control or in the possession, custody or control of others to whom such information has been made known in whatever form by you or your Representatives (without prejudice to the other provisions of these Rules); and

(c) provide a certificate confirming that the provisions of paragraph 3(a) and paragraph 3(b) have been complied with.

7. GOVERNING LAW AND JURISDICTION

7.1 These Rules and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, English law.

7.2 The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Copyright © 2010 Acumen | Pebble Properties 4.28