TERMS AND CONDITIONS

1. Defined Terms:

1.1. ‘Equipment (Original)’ computer and associated equipment specified in the First Schedule above

1.2. ‘Equipment (Additional)’ computer and associated equipment added to the contract in addition to the Equipment

1.3. ‘on-site’ address at which the Equipment is located

1.4. ‘Standard Service Hours’ means: Monday to Friday from 9.00 am to 17.30 pm

1.5. “Abnormal Service Hours” all other times and Sundays and public holidays by arrangement

1.6. ‘Response Time’ as may be estimated on enquiry

2. On-site remedial maintenance in Service Hours Upon request by the Customer the Provider shall provide on-site remedial maintenance during the Standard Service Hours when notified that the Equipment is inoperative, for which the Customer will pay the Charges (Normal Hours). The Provider will use its best efforts to respond to the call for remedial service within the Response Time.

3. On-site remedial maintenance outside Service Hours The Provider shall provide on-site remedial maintenance outside the Service Hours only if requested to do so by the Customer and an engineer is available, and for which the Customer will pay in advance a deposit towards the Charges (Abnormal Hours). On any job started less than one hour before the end of the Service Hours, the first hour which continues after the end of the Service Hours shall be charged at the Charges (Normal Hours) and subsequent hours at the Charges (Abnormal Hours).

4. Replacement parts If so requested by the Customer and upon payment in full therefore the Provider will provide all parts and Equipment modifications which the Provider deems necessary for maintaining the Equipment in good operating condition. All parts will be furnished on an exchange basis and will be new equivalent standard parts of equal quality. All parts removed for replacement become the property of the Provider unless the customer requests otherwise.

5. Additional Equipment Additional Equipment may be included in the contract only if the Provider agrees in writing and the Customer agrees in writing to an additional or increased charge in respect of it.

6. Exclusion of old Equipment There shall be shall be excluded from this agreement all Equipment more than 8 years’ old (from date of its purchase by its first owner) unless approved by the Provider in advance

7. Back-up Additional labour incurred in attempting to recover files if the Customer has not maintained proper backup will be charged at the Provider’s Charges accordingly.

8. Copy programs The Customer shall obtain, keep and make available to the Provider machine readable copies of all programs, data files and operating systems relating to the Equipment. The Provider does not accept any liability for the Customer’s inability to use its machine readable data.

9. Exclusion from remedial maintenance The Provider’s obligation to provide remedial maintenance services is contingent upon the proper use of all Equipment. The Provider shall not be obligated to furnish any services if:

9.1. any Equipment has been subjected to unusual physical or electrical stress;

9.2. adjustment, repair or parts replacement is required because of accident, neglect, misuse, improper programming, failure of electrical power, air conditioning, humidity control, transportation or causes other than normal use;

9.3. the Equipment is improperly maintained or repaired, or if attempts to repair or service the Equipment are made by other than professional qualified personnel without the prior approval of the Provider;

9.4. if, where relevant, the Equipment is either removed from its initial manufacturer’s recommended installation location; or

9.5. the Equipment is over 8 years old - unless the Provider has agreed with the Customer that it will not be excluded;

9.6. any Equipment, in the Provider’ reasonable opinion, has reached the end of its useful life. If remedial maintenance services are required as a result of the causes stated above, such repairs will be made at the Provider’s discretion.

10. Work not included On-site remedial maintenance does not include:

10.1. operating supplies or accessories including media such as tapes and disc packs, paint or refinishing the Equipment, or furnishing materials for this purpose; and

10.2. electrical work external to the Equipment or maintenance or alterations, attachments or other devices not specifically noted as part of this agreement.

11. Payment

11.1. The Customer shall pay a minimum of the first hours charges together with the balance on completion of the relevant job without any set-off, counterclaim or other deduction whatsoever. Extra requirements agreed to by the Provider shall be paid for in advance on the same basis.

11.2. In default of payment by the Customer the Provider may charge the Customer interest (both before and after any judgment) on any unpaid amount at the rate of 4% above the base rate from the due date until the actual date of receipt of such amount by the Provider; and/or

11.3. charge the Customer for any costs incurred in obtaining (or attempting to obtain) payment of any unpaid amounts including, without limitation, reasonable legal fees and back charges.

12. VAT All charges are exclusive of VAT which, if appropriate, shall be paid in addition to such charges.

13. Access to Equipment The Customer shall provide, at no charge to the Provider:

13.1. full and free access to the Equipment, and

13.2. working space and adequate facilities including electrical outlets within a reasonable distance from the Equipment.

14. Confidentiality

14.1. In accordance with the Data Protection 1998 all private and/or confidential information acquired (whether intentionally or unintentionally) by either party hereto and especially relating to the business of the other party hereto and its customers shall be treated by the respective parties as confidential (after as well as during this agreement) and neither party shall make any use or disclosure of it. The relevant party shall take all reasonable steps to protect the confidentiality of such information and may require any persons who require access to it for the performance of their duties to enter into written undertakings as to confidentiality which are consistent with the parties’ obligations under this agreement and are directly enforceable by the other party.

14.2. Customer details (including name, address, and details of work undertaken by the Provider) shall be kept on file for administrative purposes only. No marketing or improper use of this information shall be made at any time and such information will remain strictly confidential. Customer information will only be held within the Provider’s secure database for administrative purposes only by the Provider or any subsidiary or subsequent owner or agent of the Provider’s services.

15. Bona Fides The parties acknowledge that the relationship hereby created demands the observance of the utmost good faith from each party to the other and in particular:

15.1. the Customer agrees that under no circumstances will he offer directly or indirectly or through any third party any inducement financial or otherwise to the Provider’s employees or connections to circumvent the terms and conditions of this contract or attempt to procure a breach of the employee’s obligations under their employment contract with the Provider. Any such breach could attract severe penalties;

15.2. the supply by the Providers of any service offers no rights in relation to copyright, trademarks or other intellectual property rights of the Provider or any third parties that may have granted licences to the Provider for the use of any intellectual property.

16. Suspension of performance Failure of the Customer to pay the balance of the Provider’s charges within 7 days of due date shall constitute sufficient cause for the Provider to suspend or terminate the supply of any further services under this agreement.

17. Force majeure Neither party shall be liable for any failure in the performance of any of its obligations under this agreement caused by factors outside its control.

18. Exclusion of liability

18.1. The Provider disclaims all liability to the Customer and neither the Provider nor any of his employees or other representatives will be liable for loss or damage arising out of or in connection with the supply or implementation of the remedial maintenance or any part of it. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties

18.2. In addition the Provider is not to be held liable for any failure to perform its obligations through (inter alia) acts of God; war; riot; strikes; labour disputes; civil action; malicious acts or damage; compliance with any law, governmental or regulatory order, rule, regulation or direction; any act or omission of any government or other competent authority; accident; equipment or services failure, including the unavailability of third party telecommunications services, lines or other equipment; fire; flood or storm.

18.3. Without prejudice to the express exclusions in this clause 18 should it nevertheless be established that the Provider has any liabilities to the Customer whether in contract, tort (including negligence) or otherwise for any loss or damage suffered by it in relation to the Provider’s services is limited to £250 inclusive all costs charges reimbursements interest or whatever any 24 month period.

18.4. Notwithstanding the foregoing, none of the exclusions and limitations in the clause are intended to limit any rights the Customer may have as a consumer under local law or other statutory rights which may not be excluded.

19. Indemnity by the Customer The Customer shall indemnify the Provider in respect of any claims by third parties which are occasioned by or arising from the Provider’s performance pursuant to instructions of the Customer.

20. Third parties No person other than the Provider and the Customer shall acquire any enforceable rights under or in connection with this agreement.

21. Notices Any notice required or allowed under this agreement shall not be deemed properly given unless mailed postage paid, by recorded delivery, to the Customer at the invoice address on the first page of this agreement.

22. Miscellanous

22.1. If any of the terms and conditions is found to be illegal or unenforceable, this will not affect the validity and enforceability of the remainder thereof.

22.2. The Provider may:

22.2.1. alter and/or amend the service/job description at any time without giving notice to the Customer (although it will attempt to do so where possible), if deemed necessary upon inspection.

 22.2.2. transfer the benefit and burden of this Agreement and the customer database where necessary to any person taking over the supply of the Provider’s services or any part of its services without the Customer’s prior consent by giving notice.

22.2.3. sub-contract or assign the provision of the services or any part of the services to any other suitable person.

23. Jurisdiction This agreement shall be governed by English law and the parties consent to the exclusive jurisdiction of the English courts in all matters regarding it.