Terms and Conditions

The following is the agreement between You and Abernethy & Richie Inc. concerning Your London Virtual Presence ^TM to which, by submitting the LONDON VIRTUAL PRESENCE^TM AGREEMENT FORM, you are binding yourself.

1. London Virtual Presence^TM  Abernethy & Richie shall provide the services indicated on the LONDON VIRTUAL PRESENCE^TM AGREEMENT FORM for the prices indicated on that form.

 The fee for the first partial month of the term shall be prorated based on the actual number of days in that month.  The term shall be extended, without further act or action by either of us, for additional terms of equal length unless notice not to extend is given by either of us to the other not less than 30 days  prior to the end of the then current term.  The Monthly Fee and fees noted on Exhibit A may be changed upon notice given not less than 60 days  prior to the end of the then current term, which changes shall be effective as of the first day of the next term.

3. Term of Agreement and Fees; Currency Conversions.  The term of this Agreement shall commence on the date specified on your LONDON VIRTUAL PRESENCE^TM AGREEMENT FORM.  The term of this Agreement shall end on the last day of the 12^th full month following that date.  If the first month is a partial month, then the fee for that month shall be prorated based on the actual number of days in that month.  The term shall be extended, without further act or action by either of us, for additional terms of equal length unless notice not to extend is given by either of us to the other not less than 30 days prior to the end of the then current term.  The Monthly Fee and, except as otherwise provided, fees noted on Exhibit A may be changed upon notice given not less than 60 days prior to the end of the then current term, which changes shall be effective as of the first day of the next term.

Prices quoted in UK Pounds or Euros will be billed in US dollars as converted on the first business day of each month, using the services of XE.com or such other service as Abernethy & Richie shall select from time to time.

 4. Fee Billing.  Fees due under this Agreement may be charged to Your credit card, or may be billed to You via mail, e-mail or fax, as determined by Abernethy & Richie from time to time.  If fees are billed (rather than charged to a credit card), they are due within 30 days of billing. Fees will be charged or billed monthly.  A US$15 late fee processing charge wilI be imposed if fee, charges or other moneys payable by you are not received within 5 days of the due date (or, in the case of a failure of a credit card payment, 5 days from the date notice is given to You of that failure).   Interest shall accrue on any fees not paid when due at the rate of 18% per annum or, if lower, the highest rate permitted by applicable law. 

 You hereby authorize Abernethy & Richie to charge the credit card indicated on your LONDON VIRTUAL PRESENCE^TM AGREEMENT FORM, without your signature, for the foregoing.  You shall assure that such credit card, or a replacement card of which Abernethy & Richie is notified in writing with all appropriate details, shall remain in good standing with the issuer at all times.

5. Termination and Suspension  Abernethy & Richie may terminate this Agreement upon notice upon any breach by You of any term of section 2 hereof and may suspend services hereunder during any period which fees, charges or other moneys are due from You and unpaid.  Any such suspension shall not limit Your obligation to continue to pay fees hereunder.  Telephone Services, if any, will be suspended if payment is not received by the 4^th day of the month and terminated 20 days later if payment is not received. Neither termination nor suspension shall relieve You of Your obligation to pay any unpaid fees or charges or other monies owing, including any moneys payable then or thereafter under section 6.

 6. Indemnities and Limitations of Liability  You agree to indemnify and hold Abernethy & Richie harmless in respect of all liability, claims, damages, losses and expenses except to the extent You establish they are caused by any act or failure by any person other than You, your employees, agents, licensees, guests or invitees or any person acting on your behalf or at your direction. In addition You will also pay to Abernethy & Richie, upon demand, costs, including reasonable legal fees and disbursements which Abernethy & Richie may incur in connection with the foregoing.

Abernethy & Richie shall not be liable to You for any loss by reason of any act of God (which shall include but not be limited in any manner to, political unrest, labor disputes, mechanical failures, condemnation or other act or event that may be regarded as a Force Majeur ) or any act of any third party (whether on or off the premises of Abernethy & Richie at 305 Madison Avenue (the “Premises”)), or any termination, limitation or alternation of Abernethy & Richie’s interest in the Premises.  Abernethy & Richie’s total liability to You by reason of any act, action or failure to act hereunder by it shall not exceed, in the aggregate, $1,000 or, if less, the total of the Monthly Fees paid to date during the then current term of this Agreement

 7. Notices  All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or upon the fifth day following mailing, which shall be by certified or registered mail, with first‑class postage paid, to the respective addresses herein or on your LONDON VIRTUAL PRESENCE^TM AGREEMENT FORM, Attention: Department 162, in the case of Abernethy & Richie, or to such other person and place as either of us shall furnish to the other  in writing. This Agreement shall be governed by the laws of the State of New York.