PLEASE READ THESE TERMS AND CONDITIONS (THE �TERMS�) CAREFULLY. IT SETS OUT THE TERMS UNDER WHICH RACE STAFF.COM LTD OFFERS YOU USE OF ITS SERVICES AS DEFINED IN CLAUSE 1 OF THESE TERMS BY MEANS OF THE WEBSITE HOSTED AT www.racestaff.com (THE "WEBSITE"). BY USING ANY OF THE SERVICES AND/OR THE WEBSITE YOU AGREE THAT YOU HAVE READ AND ACCEPT THESE TERMS AND CONDITIONS AND THAT THEY SHALL APPLY TO YOUR USE. IF YOU DO NOT WISH TO BE BOUND BY THEM, PLEASE DO NOT REGISTER FOR OR USE THIS WEBSITE.

These Terms and Conditions form part of the Agreement between the Customer and Titanium 22 Limited, company number 07083553 ("Racestaff.com") and apply to the Customer's use of the Website owned and managed by Racestaff.com and the online recruitment and information services offered through it (the �Service"). By accessing or using the Service, the Customer accepts these Terms under which Racestaff.com provides the Service.

�Agreement� means these Terms and Conditions and the services outlined in the Customer Activation Form.

'Candidate' means an individual who may be referred to as a jobseeker, seeking to obtain employment using the Website.

'Contract Term' means the duration of contract, expressed in weeks, as detailed on the Customer Activation Form or the number of one week periods entitling the Customer to Job Adverts following the redemption of the Customer�s Credit(s).

�Credits� means those credits purchased by the Customer from Racestaff.com as set out in the Customer Application Form and such other credits purchased from time to time which entitle the Customer to one Job Advert for a 7 day period.

'Customer' means any person, organisation or company which purchases the service and accesses the Service.

'Customer Activation Form' means the form which the Customer signs in order to obtain the Service.

'CV Service' means access to the Candidate CV database to search and download Candidate CVs in relation to specific and current job vacancies.

'Job Advert' means a single advertisement for an employment vacancy, placed by a Customer into a Job Listing.

'Job Information' means information in a Job Advert.

'Job Listing' means an advertising position on the Website into which Job Adverts are inserted and made available to Candidates through search and promotion.

�Pricing Policy� means the prices or charges for the Service, or any part of the Service, as outlined on the Website from time to time.

�Recruitment Agency' means an Employment Agency or Employment Business as defined by the Employment Agencies Act 1973 (and all regulations made there under).

'Reasonable Use' is defined as:

- for CV database access, a reasonable number of downloads, such reasonableness to be determined by Racestaff.com at its discretion from time to time.

- for Job Listings, creation of a reasonable number of Job Adverts per Job Listing in a calendar month, such reasonableness to be determined by Racestaff.com at its discretion from time to time.

'Recruitment Agency Fee' means the fee payable by a Recruitment Agency to Racestaff.com for the Service as detailed on the Customer Activation Form.

�Subscription Fee� means the fee payable by the Customer for Unlimited Access to the Job Listing as detailed on the Customer Activation Form

'Service' refers to the level of access to the Website and CV Service, Subscription Service or Job Listings (where applicable) in accordance with the products detailed on the Customer Activation Form.

'Subscription Service' means the Unlimited Access to the Job Listing Service as detailed on the Customer Activation Form with a Contract Term which will automatically renew at each expiry date for a further Contract Term unless the Customer cancels in accordance with clause 3.

'Unlimited Access' in relation to the CV Service means (subject to payment of the Recruitment Agency Fee) the ability to view and download an unlimited number of CVs subject to 'Reasonable Use' and in relation to Job Listings an unlimited number of Job Adverts per Job Listing (subject to the payment of the Subscription Fee).

'Website' means Website owned and managed by Racestaff.com and hosted at www.racestaff.com.

3.1 In return for the Recruitment Agency Fee, as listed on the Customer Activation Form signed by the Customer, Racestaff.com shall grant to the Customer the non-cancellable right of Unlimited Access to the CV Service for the Contract Term.

3.2 For Subscription Service customers: Unless the Customer gives notice of cancellation by email to [cancellations@Racestaff.com] not less than 30 days before the expiry date of the current Contract Term, the Contract Term will automatically renew for a further Contract Term.

3.3 In agreeing to these Terms, the Customer accepts the functionality and design of the Service as amended by time to time by Racestaff.com and that the Service cannot guarantee a particular level of response to adverts or the minimum number of CVs available through the CV Service.

4.1 The Customer shall pay Racestaff.com for the Service in full and shall pay all applicable VAT and other taxes imposed on charges for services made under this Agreement in accordance with the Pricing Policy.

4.2 All invoices are to be paid by Customer within 14 days of the date of the invoice, unless otherwise stated.

4.3 Where the Customer is paying in instalments, and an instalment is unpaid at any time during the Agreement, Racestaff.com can withdraw the instalment payment option and the entire amount outstanding will become immediately due and payable.

4.4 Racestaff.com may charge interest on all sums outstanding beyond the date on which they are due for payment under this agreement at a rate of 2% per annum above bank base.

4.5 Upon termination of the Agreement for any reason (except by the Customer pursuant to clause 8.2 below) the provision of the Service shall immediately cease and the full amount of any sums owing to Racestaff.com by the Customer shall become payable with immediate effect including, but not limited to, any amount of the Licence Fee that has not been paid by the Customer and which relates to the period following termination.

4.6 Continued use of our Services after the expiry date of the Contract Term will imply an extension of that Agreement and the same Terms until use of the Services ceases.

4.7 The Customer shall purchase such initial number of Credits as set out in the Customer Activation Form and thereafter may purchase further Credits in such numbers and at such cost as from time to time [set out in the Price List published on the Website], together with other additional Services detailed therein.

4.8 The Customer may, after a period of 30 days in which it has redeemed no Credits or used any of the Services, request a refund of those Credits which it no longer wishes to redeem and Racestaff.com may, at its sole discretion, refund such number of Credits as it deems reasonable (taking into account administrative costs).

5.1 the Customer accepts that, following any contact with Candidates:

5.1.1 it shall be up to the Customer and the Candidate to agree how to progress matters further;

5.1.2 that the Customer shall act in good faith and in a business-like and courteous manner; and

5.1.3 that the Customer shall keep strictly confidential all confidential information disclosed by the Candidate and act in accordance with the Data Protection Act 1998 and the Employment Agencies Act 1973 (and all other relevant legislation and regulations made there under).

5.2 The Customer agrees to abide by Racestaff.com rules for Job Listings (which may vary from time to time), these rules are:

5.2.1 Job Information to be categorised accurately using the appropriate job category for each listing;

5.2.2 no attempt to artificially manipulate, the Website�s presentation of Job Listings through the use of key words in job descriptions, job summaries, job titles, keyword fields or otherwise;

5.2.3 Job Information which discriminates on grounds of sex, race, age or disability is illegal and may result in proceedings being taken against the Customer;

5.2.4 in the case of the Subscription Service and CV Service the Customer shall abide by the terms of Reasonable Use;

5.2.5 if the Customer is a Recruitment Agency or is acting for or on behalf of a Recruitment Agency it may only use the Services through payment of the Recruitment Agency Fee; and

5.2.6 Vacancies advertised must be currently available and details verifiably accurate. Generic Job Listings cannot be accepted for publication on the Website.

5.3 It is the Customer's responsibility to advise Racestaff.com of any change to their contact details, address and/or business activities.

5.4 The Customer shall not resell the Service purchased from Racestaff.com to any third party without authorisation in writing from Racestaff.com. The Customer agrees that Racestaff.com shall be entitled (in addition to its entitlement to terminate this Agreement) to remove any unauthorised listings as Racestaff.com may in its sole discretion determine.

5.5 The Service is for use by the Customer only and allows non-exclusive access to the Service using one unique password in accordance with these Terms. If the Customer (including any of the Customer's employees or consultants) is found to share passwords with any party who is not a Customer then such sharing will be a material breach of this Agreement.

5.6 If the Service includes a CV Service, the Customer accepts that:

5.6.1 if more than 5,000 CVs are downloaded by the Customer within any month, Racestaff.com reserves the right to suspend the Service and/or to terminate this Agreement with immediate effect (without liability in accordance with clause 4.5);

5.6.2 the Customer may not contact the individuals on the CV Service or make or allow any use of the information about those individuals, other than for the purpose of finding suitable Candidates for specific current job vacancies;

5.6.3 the Customer shall ensure that no automatic extraction software (to include software tools commonly known as robots or spiders) or any other means are engaged or deployed to facilitate the downloading or capturing of CVs from the Racestaff.com database irrespective as to which CV Service has been purchased from Racestaff.com.

5.6.4 the Customer shall not resell CVs accessed (CV searching or from CV alerts) from Racestaff.com.

5.6.5 Racestaff.com is not responsible for application emails or CV alerts emails once they have left the Racestaff.com mail server. It is the Customer�s responsibility to resolve any issue with non receipts of emails with their "email host".

6.1 Racestaff.com shall provide the Services with reasonable care and skill.

6.2 Racestaff.com shall maintain Services on a 24 hour by 7-day basis subject to periodic essential maintenance. If the Service is unavailable for any consecutive period of 24 hours with the exception of de-activated accounts due to late payment or for breach of Customer's obligations, Racestaff.com shall extend the Contract Term by the period of such non-availability, without further payment from the Customer.

6.3 If for reasons beyond its control Racestaff.com is unable to keep the Website live or updated for a period of 10 working days or more, the Customer shall be entitled to a pro rata rebate of monies paid to Racestaff.com.

6.4 Racestaff.com shall make such modifications to any Job Information or other Service as are reasonably requested by the Customer provided that Racestaff.com reserves the right to charge at its prevailing rates for the time involved with such modifications.

6.5 If Racestaff.com receives complaints from any Candidate or otherwise becomes aware that a Candidate has been offered services, apart from specific live jobs, Racestaff.com reserves the right to terminate or suspend the Contract Term and/or Agreement without incurring liability to the Customer. The Customer will have no claim against Racestaff.com in such circumstances. Furthermore, the Customer shall not be entitled to any refund of Licence Fees paid to Racestaff.com or providing their CV or other details to the Website.

6.6 Racestaff.com may at its sole discretion, and has the right to, decline to publish, add, or remove, or change Job Listings.

6.7 Racestaff.com makes no warranty or representation as to the appropriateness of any Candidates applying under Job Listings on Racestaff.com or providing their CV or other details to the Website.

7.1 The Customer accepts that Racestaff.com is not responsible for:

7.1.1 the establishment or maintenance of any account held with any multi-job posting supplier; and

7.1.2 any errors, omissions, duplicate entries or faults caused by any multi-job posting suppliers; and

7.1.3 communicating updates to the job posting screen, Service, and xml feed to third-party suppliers.

8.1 This Agreement may be terminated by Racestaff.com:

8.1.1 if, after Racestaff.com has provided written notice to the Customer of breach of Customer Obligations (section 5 of these Terms), such breaches are not rectified by the Customer within 5 working days;

8.1.2 if the Customer fails to pay Racestaff.com on the due date any sums that may be due under this Agreement;

8.1.3 if the Customer makes any material misrepresentation in order to become a Customer of the Service; or

8.1.4 if the Customer is using the Website or Service for any improper use or with the intention to damage the reputation of either the Website or the Services provided by Racestaff.com.

8.2 Either party may terminate this Agreement immediately by notice to the other if any resolution or petition to wind up the other's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver or administrative receiver of the other's undertaking, property or assets shall be appointed. The Customer acknowledges that except in such circumstances, it has no right to terminate this Agreement before the expiry of the Contract Term referred to in the Customer Activation Form.

Job Information and Job Adverts posted on the Website may also appear on third party websites pursuant to agreements from time to time between Racestaff.com and the proprietors of such websites. In addition, the Customer acknowledges that the Website is publicly available and that Job Information and Job Adverts may be copied from the Website without Racestaff.com�s permission by other third party websites and that Racestaff.com has no control over such content or third party websites.

10.1 This Agreement forms the entire understanding of the parties and supersedes all previous Agreements, understanding representatives relating to its subject matter.

10.2 No addition, amendment or modification of these Terms shall be effective, unless in writing and signed as accepted by a Director of Racestaff.com.

This Agreement shall be governed and construed in accordance with English law and under the jurisdiction of the English courts.

12.1 No neglect, delay or indulgence by Racestaff.com in enforcing any provision of this Agreement shall be construed as a waiver and no single or partial exercise of any right or remedy shall affect or restrict the further exercise or enforcement of any such right or remedy.

12.2 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its Terms.

12.3 The Agreement is personal to the Customer and may not be assigned or transferred to any third party without the prior written consent of Racestaff.com.

12.4 Each Term of this Agreement is severable and distinct from the others and, if any provision is, or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, that provision shall to that extent be deemed not to form part of this Agreement but the validity, legality or enforceability of the remaining parts of this Agreement shall not be affected or impaired, it being our intention that every provision of this letter shall be and remain valid and enforceable to the fullest extent permitted by law.

12.5 Racestaff.com reserves the right to vary this Agreement from time to time. Such changes shall either be notified to you by e-mail or posted on www.Racestaff.com. Such changes shall be deemed to be accepted if you continue to use the Website or Service after a period of one week from the date of transmission of the e-mail or of posting on www.Racestaff.com, whichever occurs later.

PLEASE READ THESE TERMS AND CONDITIONS (THE "TERMS") CAREFULLY. IT SETS OUT THE TERMS UNDER WHICH RACE STAFF.COM OFFERS YOU USE OF ITS SERVICES AS DEFINED IN CLAUSE 1.1 OF THESE TERMS BY MEANS OF THE WEBSITE HOSTED AT www.RaceStaff.com (THE "WEBSITE").

BY USING ANY OF THE SERVICES AND/OR THE WEBSITE YOU AGREE THAT YOU HAVE READ AND ACCEPT THESE TERMS AND CONDITIONS AND THAT THEY SHALL APPLY TO YOUR USE.

IF YOU DO NOT WISH TO BE BOUND BY THEM, PLEASE DO NOT REGISTER FOR OR USE THIS WEBSITE.

The agreement governed by these Terms is made between you and Titanium 22 Ltd

(trading as RaceStaff.com) whose registered office is at 9 - 15 Ribbleton Lane, Preston,

Lancashire, PR1 5EZ UK ("RaceStaff.com").

1.1 By means of the Website, RaceStaff.com ("us") makes available an on-line recruitment and employment information service, where recruiters place advertisements for positions which they have and if interested you may submit responses to such positions (the "Services").

1.2 Please note that when responding to recruiters you will be dealing with them directly and as such any contracts and/or arrangements will be formed between you and them, without RaceStaff.com as a party and RaceStaff.com cannot be held liable for your use of or any liability arising out of the same (save to the extent required by law).

1.3 The Services are only available on the completion of the registration section of the Website including confirmation that the relevant terms and conditions have been read and accepted

2.1 You may copy electronically and print portions of the Website and/or the Services solely for your personal, non-commercial use alone. In particular, you may not use any information from any directory, database or other listing or information retrieval service (if any) made available on the Website and/or the Services, in connection with any business or commercial undertaking (whether or not for profit). Any other use of content on the Website and/or the Services (including without limitation reproduction for a purpose other than that noted above and any modification, distribution or republication) without the prior written permission of RaceStaff.com is strictly prohibited. You also agree not to deep-link and/or frame the Website or any of the Services for any purpose, unless specifically authorised by RaceStaff.com to do so.

2.2 You agree that you shall not use the Website or the Services to transmit or knowingly or recklessly receive (or knowingly or recklessly authorise or permit any other person to receive or transmit) material which is obscene, threatening, menacing, offensive, defamatory, abusive, untrue, in breach of confidence, in breach of any intellectual property right (including copyright) or which may cause anxiety to others including racist or sexist content or material which otherwise violates any applicable law or regulation or code, or which makes excessive demands for bandwidth or contains any virus or which may otherwise impair or harm RaceStaff.com’s computer systems or any third party computer system.

2.3 By registering to use the Services pursuant to clause 1.3, you automatically and hereby grant to RaceStaff.com a royalty free right to display, copy, reproduce and make available on the Website and otherwise deal with as necessary to provide to you the Services any material and information which you may provide to RaceStaff.com through your use of the Services.

2.4 Save to the extent required by law, no representations, warranties or terms of any kind are made in respect of the Website and/or the Services or their contents (including, without limitation, any views or comment made). All information and/or data included in and/or on the Website, the Services and/or in any directory, database or other listings or information retrieval service made available on or by the Website and/or the Services has been so made available for guidance only. Your use of such information and/or data is therefore entirely at your own risk. All liability of RaceStaff.com, its directors, employees or other representatives howsoever arising for any loss suffered as a result of your use of the Website and/or the Services is expressly excluded to the fullest extent permitted by law.

2.5 RaceStaff.com makes no warranty that the contents of any and all e-mailscommunicated through the Site are free from infection by viruses or anything else which has contaminating or destructive properties and shall have no liability in respect thereof.

2.6 The Website and/or the Services may include links to websites and/or services owned and/or operated by third parties. These are provided for your convenience only and RaceStaff.com is not responsible for and does not give any warranties or make any representations regarding any such websites and/or services and is not responsible for or liable in relation to the content or your use of such websites (save to the extent required by law).

2.7 You acknowledge that RaceStaff.com is not responsible for third party content on the Website and that RaceStaff.com cannot ensure that material presented on the world wide web is legal. RaceStaff.com will not limit access to material unless notified that it is illegal. In particular, you acknowledge that RaceStaff.com is not responsible for and does not monitor the content of job postings provided by third parties on the Website. However, RaceStaff.com shall have the right to remove any postings, materials or other items on the Website which it believes may be illegal or which it determines to be inappropriate.

2.8 RaceStaff.com will not be a party to any communications whatsoever between you and those responding to any use which you may make of the Services, although RaceStaff.com reserves the right to monitor any such communications which are made by you or third parties by means of the Website and/or the Services.

2.9 The Website and the Services are for personal and non-commercial use only.

Where you are asked to complete a registration form the personal details that you provide must be true, accurate and complete. You agree to notify us of any changes which are relevant to your registration.

RaceStaff.com does not promise full, uninterrupted or error free operation of the Website and/or the Services. All liability of RaceStaff.com, its directors or employees howsoever arising for any loss whatsoever arising from your use of or inability to use the Website and/or the Services is excluded, insofar as it is possible to do so in law.