James Dean Events Ltd

GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF GOODS AND SERVICES

1. Definitions and interpretation

1.1 In these Conditions the following terms have the following meanings:

“Charges” the Company’s charges for the Goods and/or Services;

“Commencement Date” has the meaning set out in clause 3.2;

“Company” means James Dean Events Ltd (a company incorporated in England and Wales under company number 07944796 whose registered office is at Blueberry Worx, Suite 3 Blueberry Way, Woodville, Swadlincote, Derbyshire, DE11 7GX, trading as Tipis for Weddings.;

“Company Materials has the meaning as given to it in clause 10.10;

“Conditions” these terms and conditions;

“Confidential Information” any and all information acquired by a party about the other

party’s business and/or given by a party to the other and/or

generated by a party from the other party’s information;

“Contract” any agreement between the Company and the Customer for

the provision of the Goods and/or Services incorporating

these Conditions;

“Customer” the person who agrees to purchase the Goods and/or

Services from the Company subject to these Conditions;

“Deliverables” all deliverables including but not limited to any Equipment

and/or documents, products and materials provided by the

Company in relation to the Services including those specified

in the Order but excluding any Goods;

“Delivery Location” has the meaning given to it in clause 4.3;

“Equipment” means any equipment which

are provided by the Company, its subcontractors and/or

agents to enable the Customer to receive and use the

Services but excluding any Goods;

“Field of Use” the field of use and/or application for which the Customer has

engaged the Company to perform the Services as described

in the Quotation;

“Force Majeure Event” has the meaning given to it in clause 27;

“Goods” the goods (or any part of them) set out in the Order;

“Goods Specification” the Specification for the Goods;

“Intellectual Property

Rights”

means patents, rights to inventions, copyright and related

rights, trade marks, trade names and domain names, rights in

get-up, rights in goodwill or to sue for passing off, unfair

competition rights, rights in designs, rights in computer

software, database rights, rights in confidential information

and any other intellectual property rights, in each case

whether registered or unregistered and including all

applications (and rights to apply) for, and renewals or

extensions of, such rights and all rights of action for

infringement of such rights and all similar or equivalent rights

or forms of protection which subsist or will subsist, now or in

the future, in any part of the world;

“Liability” means liability for actions, awards, costs, claims, damages,

losses (including without limitation any direct or indirect

consequential losses), demands, expenses, loss of profits,

loss of reputation, judgments, penalties and proceedings and

any other losses and/or liabilities;

“Order” the Customer’s purchase order or the Customer’s acceptance

of a Quotation;

“Quotation” the Company’s written quotation for the Goods and/or

Services;

“Service Specification” the Specification for the Services;

“Services” any services which the Company is to supply to the Customer

as detailed in the Service Specification including provision of

the Deliverables;

“Site” the premises where any Services are to be carried out as

specified in the Service Specification;

“Special Conditions” any terms and conditions set out in the Service Specification;

“Specification the description or the specification for the Goods and/or

Services provided in writing by the Company to the Customer

or such other document as shall be agreed upon by the

Company and the Customer as reflecting the details of the

Goods and/or Services to be provided by the Company or if

there is no such document, the Quotation;

“VAT” value added tax chargeable under English law for the time

being and any similar additional tax;

“Working Day” means any day which is not a Saturday, Sunday or bank or

public holiday in England; and

2. Construction

2.1 In these Conditions, the following rules of interpretation apply:

2.1.1 a person includes a natural person, corporate or unincorporated body (whether or

not having separate legal personality);

2.1.2 a reference to a party includes its personal representatives, successors or

permitted assigns;

2.1.3 any phrase introduced by the terms including, include, in particular or any

similar expression shall be construed as illustrative and shall not limit the sense

of the words preceding those terms; and

2.1.4 a reference to writing or written includes faxes and e-mails.

3. Basis of Contract

3.1 The Order constitutes an offer by the Customer to hire Goods and/or purchase Services in

accordance with these Conditions.

3.2 Each Order placed by the Customer shall be deemed to be an offer by the Customer to

hire the Goods and/or purchase the Services subject to these Conditions and shall be binding on the

Customer, but shall bind the Company only when the Company has notified the Customer in

writing of its acceptance of the Order or (if earlier) by its actions the Company has

commenced performance of the Order (Commencement Date).

3.3 These Conditions apply to all Contracts for the provision of Goods and/or Services entered

into by the Company. The Customer agrees to deal with the Company on these Conditions,

subject to any Special Conditions to the exclusion of all other terms, conditions, warranties or

representations (including any terms or conditions which the Customer purports to apply

under any Order, confirmation of order, specification or any other document or implied by

trade custom or course of dealing). In the case of any conflict or inconsistency between these

Conditions and the Special Conditions the Special Conditions shall prevail to the extent of the

conflict or inconsistency.

3.4 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase

order, specification or other document shall form part of the Contract save where these

Conditions (and where applicable the terms which are to be overridden) are specifically

referred to in that document and the document is signed by both the Customer and the

Company.

3.5 No variation to these Conditions shall be binding unless made in accordance with clause 3.4

or clause 29.7 or included in the Special Conditions.

3.6 The Company’s employees or agents are not authorised to make any representations

concerning the Goods and/or Services unless they are :

3.6.1 set out in these Conditions;

3.6.2 implied by operation of law; or

3.6.4 given by a director of the Company in writing.

3.7 In entering into the Contract the Customer acknowledges that it does not rely on any such

representations which are not so confirmed. The Customer irrevocably and unconditionally

waives any right it may have to claim damages for and/or to rescind the Contract as a result

of any misrepresentation whether or not contained in the Contract unless such

misrepresentation was made fraudulently.

3.8 Any samples, drawings, descriptive matter or advertising issued by the Company and any

descriptions of the Goods or illustrations or descriptions of the Services contained in the

Company’s catalogues or brochures are issued or published for the sole purpose of giving an

approximate idea of the Services and/or Goods described in them. They shall not form part of

the Contract or have any contractual force.

3.9 Any typographical, clerical or other error or omission in any sales literature, Order, Quotation,

price list, invoice or other document or information issued by the Company shall be subject to

correction without any Liability on the part of the Company.

3.10 Any Quotation shall not constitute an offer, and is only valid for a period of seven Working

Days from its date of issue, provided that the Company has not previously withdrawn it.

3.11 The Customer shall not be entitled to cancel in whole or in part any Order, except with the

agreement of the Company in writing and then subject to reasonable cancellation charges.

4. Goods and Delivery of Goods

4.1 The Goods are described in the Goods Specification. The Customer shall ensure that the

terms of its Order and any applicable Goods Specification are complete and accurate.

4.2 The Company shall ensure that:

4.2.1 each delivery of the Goods is accompanied by a delivery note which shows the

date of the Order, all relevant Customer and Company reference numbers, the

type and quantity of the Goods (including the code number of the Goods, where

applicable), special storage instructions (if any) and, if the Order is being

delivered by instalments, the outstanding balance of Goods remaining to be

delivered; and

4.2.2 if the Company requires the Customer to return any packaging material to the

Company, that fact is clearly stated on the delivery note. The Customer shall

make any such packaging materials available for collection at such times as the

Company shall reasonably request. Returns of packaging materials shall be at

the Company’s expense.

4.3 The Company shall deliver the Goods to the location set out in the Order or such other

location as the parties may agree in writing (Delivery Location) at any time after the

Company notifies the Customer that the Goods are ready.

4.4 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

4.5 Any dates quoted for delivery of the Goods are approximate only. The Company shall use its

reasonable endeavours to deliver the Goods on or around the date quoted for delivery, but

the time of delivery is not of the essence. The Company shall not be liable for any delay in

delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to

provide the Company with adequate delivery instructions or any other instructions that are

relevant to the supply of the Goods.

4.6 The Customer shall have no right to reject Goods (save as expressly set out in these

Conditions) and shall have no right to rescind this Contract for late delivery.

4.7 Subject to the other provisions of these Conditions the Company shall not be liable for any

direct, indirect or consequential loss (all three of which terms include, without limitation, pure

economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs,

damages, charges or expenses caused directly or indirectly by any delay in the delivery of the

Goods (even if caused by the Company’s negligence).

5. Risk

5.1 The risk in the Goods and/or Deliverables shall pass to the Customer on completion of

delivery.

6. Supply of Services

6.1 The Company agrees to supply the Services to the Customer on the terms of these

Conditions, in consideration of payment of the Charges by the Customer.

6.2 Unless agreed otherwise, dates for performance of the Services and/or delivery of the

Equipment by the Company are estimates only and are not guaranteed although the

Company endeavours to give accurate dates where possible. Time is not of the essence in

relation to such dates or in relation to revised dates and the Customer shall have no right to

reject Services or to rescind for late delivery and/or performance.

6.3 If the Company is delayed in providing the Services either due to the Customer’s failure to

comply with the Contract or due to the act and/or omission of the Customer or third party not

under the control of the Company then any date or dates agreed between the Company and

the Customer for provision of the Services will be delayed by a reasonable period in

consideration of the delay suffered by the Company.

6.4 Subject to the other provisions of these Conditions the Company shall not be liable for any

direct, indirect or consequential loss (all three of which terms include, without limitation, pure

economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs,

damages, charges or expenses caused directly or indirectly by any delay in the performance

of the Services (even if caused by the Company’s negligence), nor shall any delay entitle the

Customer to terminate or rescind the Contract unless such delay exceeds 60 (sixty) days.

6.5 Delivery of Deliverables shall be deemed to occur at the time when the Deliverables arrive at

the place of delivery if the Company delivers the Deliverables by the Company’s own

transport or the Company arranges transport or in all other cases when the Deliverables leave

the Company’s premises.

6.6 Prior to any Services being commenced the Customer should ensure that:

7. Acceptance

7.1 Unless otherwise stated in the Service Specification acceptance of the Services and the

Deliverables shall be deemed to have occurred on whichever is the earliest of:

7.1.1 the signing by the Customer of an acceptance certificate in relation to the

Services;

7.1.2 the use of the Deliverables by the Customer in the normal course of its business.

7.2 The Customer shall inspect the Goods on delivery and inform the Company within 1 (one)

days of the date of delivery if the Goods are damaged or more or less than the correct

Deliverables have been delivered. The Customer’s only remedy in respect of damaged or short

delivery shall be (at the Company’s sole discretion) the provision of replacement goods or a

refund. The Company shall not be liable for any damage or under or over delivery that is not

notified in this way.

8. Specification

8.1 Any specification supplied by the Company to the Customer shall only be approximate unless

stated in the Service Specification or Goods Specification (together the Applicable

Specification(s)).

8.2 The quantity, quality, description and/or specification for the Goods and/or Services shall be

that set out in the Applicable Specification(s).

8.3 The Goods and/or Services shall comply in all material respects with any Specification set out

in the Applicable Specification(s).

8.4 The Customer is responsible for checking the Applicable Specification(s) and satisfying itself

that any Specification given is accurate and adequate for the Goods and/or Services.

8.5 The Company shall have no Liability for errors in any Specification or details supplied by the

Customer and the Customer is solely responsible for their accuracy.

8.6 Details, drawings, illustrations and/or specifications in brochures, price lists and/or on the

website or buying portals produced by the Company are intended as a guide only and only

give a general approximation of the Goods and/or Services and shall not form part of any

contract between the Company and Customer.

8.7 Without prejudice to any other right or remedy the Company may have, the Customer agrees

to indemnify and keep indemnified the Company against any and all Liability and increased

administration and professional and legal costs on a full indemnity basis suffered by the

Company (without set-off, counterclaim and/or reduction) and arising out of or in connection

with the Company’s use of Intellectual Property Rights, specifications, details and/or drawings

supplied by the Customer whether or not such Liability and/or costs were foreseeable or

foreseen at the date of the Contract.

8.8 The Customer confirms and agrees that it has not relied upon any details and/or information

contained in the Company’s brochure or website or buying portals unless it has sought and

obtained written confirmation from the Company of their accuracy.

8.9 The Company reserves the right to make any changes to the Specification for the Goods

and/or Services as may be required to conform with any safety, regulatory or legal

requirements or which do not materially affect the nature or quality of the Goods and/or

Services, and the Company shall notify the Customer in any such event.

9. Changes

9.1 Either party has the right to request changes to the Goods and/or Services.

9.2 Subject to clause 8.9, no change requested by either party shall be effective or binding unless

agreed to in writing by both parties.

10. Customer’s obligations

10.1 The Customer shall ensure that the terms of the Order and the Applicable Specification(s) is

complete and accurate.

10.2 The Customer shall comply with all and any obligations that may be placed on the Customer

pursuant to the terms of the Applicable Specification(s);

10.3 The Customer agrees to promptly provide the Company with any and all information and/or

assistance that the Company may require in order to provide the Goods or perform the

Services and the Customer warrants to the Company that any information it provides is

accurate, complete and is not misleading.

10.4 The Customer warrants that it holds and will continue to hold any licences, waivers, consents

and/or notifications required under any applicable legislation, regulation and/or administrative

order to receive and use the Goods and/or Services. The Customer agrees that breach of this

clause is a material breach of the Contract.

10.5 The Customer shall provide the Company, its employees, agents, consultants and

subcontractors, with access to the Site (if applicable), the Customer’s premises, office

accommodation and other facilities as reasonably required by the Company to provide the

Goods and/or Services including access outside working hours where reasonably required.

10.6 Where Equipment is provided by the Company, the Customer shall ensure that the Site is:

10.6.1 a suitable environment for the safe and reliable housing of the Equipment; and

10.6.2 cleared and prepared before the Services are due to commence.

10.7 The Customer shall make available at the Site such facilities as the Company shall

reasonably require in order to discharge any of its obligations under the Contract including,

without limitation, sufficient unloading space, parking, facilities, equipment, heating, lighting,

power, adequate work space and access to the Customer’s computer and

telecommunications systems where such Customer systems are to be combined with

Equipment the Company is supplying and/or subject to the Services.

10.8 The Customer shall make available to the Company any facilities on or near the Site

reasonably required by the Company to comply with its environmental responsibilities

including the disposal of packaging.

10.9 The Customer shall take all reasonable precautions to protect the health and safety of the

Company’s employees, agents and sub-contractors while on the Site.

10.10 The Customer shall keep and maintain all materials, equipment, documents and other

property of the Company (Company Materials) at the Customer’s premises in safe custody

at its own risk; maintain the Company Materials in good condition until returned to the

Company; and not dispose of or use the Company Materials other than in accordance with

the Company’s written instructions or authorisation.

10.11 The Customer warrants and represents that it will use the Goods and/or Services in

accordance with the Contract, the Company’s reasonable instructions from time to time, all

applicable laws, regulations and codes of practice.

10.12 The Customer shall not:

10.12.1 permit anyone other than its employees to use the Deliverables and/or Services;

10.12.2 purchase any Services specifically for re-sale to third parties;

10.12.3 convert, adjust, alter or modify any Deliverables

10.12.4 remove, alter, disconnect or negate any of the safety features incorporated into

Deliverables;

10.12.5 use the Goods, Deliverables and/or Services in a manner which may result in the

Company, its subcontractors and/or agents incurring any Liability to a third party.

10.13 If the Company’s performance of its obligations under the Contract is prevented or delayed by

any act or omission of the Customer or its agents, subcontractors, consultants or employees

the Company shall not be liable for any Liability sustained or incurred by the Customer arising

directly or indirectly from such prevention or delay.

10.14 The Customer shall be liable to pay to the Company, on demand, all Liability sustained or

incurred by the Company arising directly or indirectly from the Customer’s fraud, negligence,

failure to perform or delay in the performance of any of its obligations under the Contract,

subject to the Company confirming such Liability to the Customer in writing.

11. Charges, Invoicing and Payment

11.1 Subject to the provisions of clause 11.3, the applicable Charges for Goods shall be the price

set out in the Order or the Quotation. The Charges for the Goods are,

save where otherwise agreed in writing by the Customer and the Company, exclusive of all

costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the

Customer when it pays for the Goods.

11.2 The Company reserves the right to:

11.2.1 increase the Charges for the Goods, by giving notice to the Customer at any time

before delivery, to reflect any increase in the cost of the Goods to the Company

that is due to:

(i) any factor beyond the control of the Company (including foreign exchange

fluctuations, increases in taxes and duties, and increases in labour,

materials and other manufacturing costs);

(ii) any request by the Customer to change the delivery date(s), quantities or

types of Goods ordered, or the Goods Specification; or

(iii) any delay caused by any instructions of the Customer in respect of the

Goods or failure of the Customer to give the Company adequate or accurate

information or instructions in respect of the Goods; and

11.3 In respect of Goods, the Company shall invoice the Customer in advance of delivery unless

otherwise notified by the Company.

11.4 The Company shall be entitled to invoice each delivery of Goods and/or Services separately.

11.5 The Company may increase its Charges in relation to Goods and/or Services where the

increase is to take account of increases in the Company’s Liability suffered by the Company

subject to reasonable advanced notice being provided to the Customer of such increases.

11.6 If the Customer increases the level of Services it takes from the Company at any time, the

Company will agree with the Customer the additional charges which may apply as a result.

11.7 If at any time the Company omits to charge the Customer for something in an invoice, the

Company may invoice the Customer for the omitted charges at any time up to 12 months after

the date the Charge was incurred.

11.8 All invoices will be sent to the Customer’s contact address as listed in the Order, unless the

Customer informs the Company of any change in the Customer’s billing address in writing.

11.9 The Customer shall make payment to the Company in respect of all invoices in full within

thirty (30) days of the date of the invoice. Time of payment shall be of the essence.

11.10 No payment shall be deemed to have been received until the Company has received payment

in full in cleared funds. The Company accepts payment by direct debit or bank transfer or as

otherwise agreed in writing with the Customer. The Customer shall ensure that the Company

receives payment in full in cleared funds no later than the due date.

11.11 All amounts payable by the Customer under the Contract are exclusive of amounts in respect

of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT

purposes is made under the Contract by the Company to the Customer, the Customer shall,

on receipt of a valid VAT invoice from the Company, pay to the Company such additional

amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at

the same time as payment is due for the supply of the Goods and/or Services.

11.12 All payments payable to the Company under the Contract shall become due immediately on

its termination despite any other provision.

11.13 The Customer shall make all payments due under the Contract in full without any deduction

whether by way of set-off, counterclaim, discount, abatement or otherwise unless the

Customer has a valid court order requiring an amount equal to such deduction to be paid by

the Company to the Customer.

11.14 All payments shall be applied to invoices and to the Services listed in such invoices in the

order determined in its discretion by the Company.

11.15 If full payment is not received by the Company by the due date then without prejudice to its

other rights and remedies the Company shall be entitled:

11.15.1 to sue for the total Charges; and/or

11.15.2 to suspend the further provision of Goods and/or Services to the Customer

without incurring any Liability; and/or

11.15.3 to terminate the Contract without incurring any Liability; and/or

11.15.4 to charge interest on the overdue amount at the rate of 8% per cent per annum

above the base rate for the time being of the Bank of England from time to time

accruing on a daily basis from the due date up to the date of actual payment,

whether before or after judgment.

12. Data Protection

12.1 The Company acknowledges that where in the performance of its obligations under the

Contract it processes Personal Data as a Data Processor (which terms are as defined in the

Data Protection Act 1998), the Company shall in relation to such Personal Data:

12.1.1 only process such Personal Data in accordance with the reasonable instructions

from the Customer from time to time;

12.1.2 comply with the seventh principle in Schedule 1 to the Data Protection Act 1998;

13. Confidentiality and Call Recording

13.1 Neither party shall directly and/or indirectly use and/or disclose the other party’s Confidential Information except in the proper performance of the Contract.

13.2 The obligations of confidentiality and non-use set out above shall continue indefinitely and

shall survive termination of the Contract for any reason except they shall not apply to

information:

13.2.1 which the receiving party proves was already in its possession and at its free

disposal prior to disclosure by the other party;

13.2.2 which the receiving party proves was developed by it without reference to any of

the other party’s Confidential Information;

13.2.3 which is after the date of the Contract disclosed to the receiving party without any

obligations of confidentiality by a third party who is not in breach of any duty of

confidentiality in doing so;

13.2.4 which is or becomes generally available to the public through no default and/or

omission on the receiving party’s part; or

13.2.5 to the extent it is required to be disclosed by law and/or the rules of any

recognised stock exchange and/or regulatory authority on condition that the

receiving party gives the other party as much advance notice of such disclosure

as possible.

13.3 The exceptions in clause 13.2 above shall not apply to any combination of features merely

because individual features (but not the combination itself) fall within any one or more of such

exceptions.

13.4 The Customer acknowledges and agrees that the Company may record calls for training and

quality improvement purposes and to assist the Company to perform and manage any

contract which it enters into with the Customer. The Customer shall procure that each

member of its staff, agents, sub-contractors and other representatives consent to such

recording when contacting the Company in relation to the Goods and/or Services. This

creates a primary obligation on the Customer and not a secondary guarantee.

14. Intellectual Property

14.1 The Customer acknowledges and agrees that all Intellectual Property Rights in any Goods

manufactured by the Company (save to the extent that any of the Company’s suppliers own

any Intellectual Property Rights in any part of any such manufactured Goods), and/or arising

out of or in connection with the Services shall be owned by the Company absolutely.

14.2 Subject to clause 15.1 and 15.6, all Intellectual Property Rights in any Deliverables shall

at all times be and remain the property of the Company or its licensor.

14.3 The Customer agrees that, at the Company’s cost, it will do all acts and/or things and execute

all documents and/or deeds which are required by the Company to give effect to this clause

14 and/or to assist the Company or its suppliers in the application, registration, renewal

and/or protection of such Intellectual Property Rights.

14.4 Subject to clause 14.1  and 14.5 and to payment in full by the Customer of all sums due

under the Contract, the Company grants the Customer a non-exclusive, royalty free licence to

use any Intellectual Property Rights in the Deliverables for the purposes only of making

reasonable use of the Services.

14.5 All Intellectual Property Rights in any drawings, diagrams, specifications, data and any other

materials and/or works provided by the Customer shall at all times be and remain the property

of the Customer or its licensor. The Customer grants to the Company a non-exclusive,

royalty free licence (with a right to sub-license) to use and make copies, for the purpose of

providing the Goods and/or Services, any materials and/or works (including any Intellectual

Property Rights therein) which are provided by the Customer.

14.6 The Customer shall not make any modification to the Goods and/or Deliverables or their

packaging, nor alter, remove, or tamper with any trade marks used on or in relation to the

Deliverables, Goods and/or Services.

14.7 The Company shall be free to utilise for the benefit of its other customers any skill and/or

know-how that it may develop or acquire in the performance of the Services.

14.8 The Customer shall indemnify and keep indemnified the Company against any and all losses,

proceedings, lost profits, damages, awards, expenses, claims, costs (including increased

administration costs and legal costs on a full indemnity basis), actions and any other losses

and/or liabilities suffered by the Company and arising from or due to any Intellectual Property

Rights infringement claim by a third party arising out of any act and/or omission of the

Customer.

15. Liability

15.1 Subject to the remaining provisions of this clause 15, the Company warrants to the Customer

that Services provided under the Contract will be undertaken:

15.1.1 with reasonable skill and care and will be supplied by appropriately experienced,

qualified and trained personnel; and

15.1.2 in all material respects with the Service Specification(s).

15.2 The Company shall exercise reasonable endeavours to ensure the security of the Customer’s

communications, but cannot guarantee that communications will be secure.

15.3 The Company’s warranties in clause 18.1 do not extend to any damages, defects, or nonconformities

caused by:

15.3.1 use of any Deliverables in violation or in a manner inconsistent with the

Company’s directions relating to such Deliverables;

15.3.2 any failure to follow installation, operation or maintenance instructions provided

by the Company or the manufacturer in respect of the Deliverables;

15.3.3 failure to permit the Company timely access, to the

Deliverables;

15.3.4 any Deliverables that have been serviced and/or otherwise modified by a party

other than the Company or a person authorised by the Company for the Services

in question or, where the Company has authorised a third party to service or

modify Deliverables, any part of it has not been serviced or modified in

accordance with the Company’s instructions;

15.3.5 misuse or abnormal use, incorrect operating or environmental conditions

(including incorrect temperature and/or humidity levels) the temporary or

permanent effects of electromagnetic interference or static electricity or electrical

surges or failures, lightning damage or any accidental, negligent or wilful cause

beyond the control of the Company; or

15.4 The Company shall have no Liability for any Goods and/or Deliverables being defective or for

defective Services where the defect has been caused by the Customer.

15.5 The Company shall be entitled to rely on any information supplied by the Customer in respect

of its requirements for software licences and the Company shall have no Liability to the

Customer for any inadequacy in the number of software licences supplied due to any

information supplied by the Customer being inaccurate, incomplete, inadequate and/or

misleading.

15.6 The Company shall have no Liability to the Customer for any matters which arise due to or in

connection with a failure by the Customer to implement an appropriate environment or

environmental controls at the Site in relation to the operation or utilisation of the Goods and/or

Deliverables.

15.7 The Company shall have no Liability to the Customer for any part of any Goods and/or

Deliverables which is defective and/or defective Services, unless the event is notified to the

Company in accordance with clause 7.2 in respect of any defects apparent on delivery or

within a reasonable time of discovery of any other defect, or if shorter, by completion of any

relevant user acceptance tests.7.2

15.8 The Company shall have no Liability for additional damage, loss, Liability, claims, costs or

expenses caused or contributed to by the Customer’s continued use of defective Goods

and/or Deliverables after a defect has become apparent or suspected or should reasonably

have become apparent to the Customer.

15.9 The Company shall have no Liability to the Customer to the extent that the Customer is

covered by any policy of insurance and the Customer shall ensure that its insurers waive any

and all rights of subrogation they may have against the Company.

15.10 The Company shall have no Liability to the Customer for any Liability arising from any

instructions supplied by the Customer which are incomplete, incorrect, inaccurate, or in the

wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.

15.11 The Company shall have no Liability to the Customer for any:

15.11.1 consequential and/or indirect losses;

15.11.2 loss of profits and/or damage to goodwill;

15.11.3 special damages; and/or

15.11.4 business interruption, loss of business, contracts, opportunity and/or production.

15.12 The Company’s total aggregate Liability to the Customer in relation to the Contract shall not

exceed 150% of the Charges under the Contract. To the extent that any Liability of the

Company to the Customer would be met by any insurance of the Company then the Liability

of the Company shall be extended to the extent that such Liability is met by such insurance.

15.13 Each of the limitations and/or exclusions in these Conditions shall be deemed to be repeated

and apply as a separate provision for each of:

15.13.1 Liability for breach of contract (including fundamental breach);

15.13.2 Liability in tort (including negligence);

15.13.3 Liability for breach of statutory duty; and

15.13.4 Liability for breach of Common Law.

except clause 18.32 above which shall apply once only in respect of all the said types of

Liability.

15.14 Nothing in the Contract shall exclude or limit any statutory rights of the Customer which may

not be excluded or limited due to the Customer acting as a consumer. Any provision which

would be void under any consumer protection legislation or other legislation shall to that

extent, have no force or effect.

15.15 The Customer acknowledges and agrees that the limitations of Liability contained in this

clause are:

15.15.1 fair and reasonable;

15.15.2 reflected in the Charges and of the insurance cover carried by the Company; and

15.15.3 just and equitable having regard to the extent of the responsibility of the

Company for any Liability suffered.

15.16 The limitations in these Conditions are necessary in order to allow the Company to provide

the Goods and/or the Services at its current prices. If the Customer requires greater

protection then the Company may agree to modify the limitations on its Liability in return for

the payment of a higher price for the Goods and/or Services.

15.17 The Customer shall produce to the Company written evidence of any claims for which it is

alleged that the Company has Liability together with written details of how that Liability was

caused by the Company and the steps the Customer has taken to mitigate the Liability before

the Company shall have any Liability for the claim by the Customer.

15.18 The Customer shall be under a duty to mitigate any Liability that it may suffer.

15.19 Nothing in these Conditions shall exclude or limit the Company’s Liability for death or

personal injury due to its negligence or any Liability which is due to its fraud or any other

Liability which it is not permitted to exclude or limit as a matter of law.

15.20 Without prejudice to any other right or remedy the Company may have, the Customer agrees

to indemnify and keep indemnified the Company against any and all Liability and increased

administration and professional and legal costs on a full indemnity basis suffered by the

Company (without set-off, counterclaim and/or reduction) and arising out of or in connection

with any breach of contract, any tortious act and/or omission and/or any breach of statutory

duty by the Customer whether or not such Liability and/or costs were foreseeable or foreseen

at the date of the Contract.

16. Termination

16.1 Without limiting its other rights and remedies, each party shall be entitled to terminate the

Contract immediately by notice in writing to the other party if:

16.1.1 the other party commits an irremediable breach of the Contract, persistently

repeats a remediable breach or commits any remediable breach and fails to

remedy it within 14 (fourteen) days of receipt of notice of the breach requiring

remedy of the same; or

16.1.2 the other party persistently breaches one or more terms of the Contract; or

16.1.3 the other party makes an arrangement with or enters into a compromise with its

creditors, becomes the subject of a voluntary arrangement, receivership,

administration, liquidation or winding up, is unable to pay its debts or otherwise

becomes insolvent or suffers or is the subject of any distraint, execution, event of

insolvency or event of bankruptcy or any other similar process or event, whether

in the United Kingdom or elsewhere; or

16.1.4 the other party ceases or threatens to cease to carry on business.

16.2 Without limiting its other rights and remedies, the Company shall be entitled to terminate the

Contract immediately by notice in writing to the Customer if:

16.2.1 the Customer fails to make a payment when due; or

16.2.2 there is at any time a material change in the management, ownership or control

of the Customer; or

16.2.3 the Customer appears to the Company due to the Customer’s credit rating to be

financially inadequate to meet its obligations under the Contract; or

16.2.4 the Company reasonably apprehends that any of the events specified in clauses

16.1.3 or 16.1.4 is about to occur in relation to the Customer and notifies the

Customer accordingly.

16.3 If the Contract is terminated for any reason then:

16.3.1 the Company immediately may enter, without prior notice, the Site and/or any of

the Customer’s premises (or premises of third parties with their consent) where

Goods and/or Deliverables owned by the Company may be and repossess and

dispose of or sell any Goods and/or Deliverables found which is owned by ther

Company so as to discharge any sums due to the Company under the Contract

or any other agreement with the Customer;

16.3.2 the Company immediately may withhold delivery of any undelivered Goods

and/or Services and stop any Goods and/or Deliverables in transit;

16.3.3 the Company immediately may withhold the performance of any Services and

cease any Services in progress and if the Services are suspended due to the

Customer’s acts and/or omissions, the Customer must pay to the Company all

reasonable costs and expenses incurred in the implementation of such

suspension and/or the recommencement of the suspended Services;

16.3.4 the accrued rights and remedies of the parties as at termination shall not be

affected, including the right to claim damages in respect of any breach of the

Contract which existed at or before the date of termination or expiry; and

16.3.5 clauses which expressly or by implication have effect after termination shall

continue in full force and effect.

17. Non-solicitation

The Customer shall not, without the prior written consent of the Company, at any time from

the date of the Contract to the expiry of 6 months after the last date of supply of the Services

solicit or entice away from the Company or employ (or attempt to employ) any person who is,

or has been, engaged as an employee, consultant or subcontractor of the Company in the

provision of the Services.

18. Force majeure

The Company reserves the right to defer the date of provision of the Goods and/or Services

or to cancel the Contract without incurring any Liability if it is prevented from or delayed in the

carrying on of its business due to circumstances beyond the reasonable control of the

Company including, without limitation, acts of God, governmental actions, war or national

emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic,

lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce),

or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate

or suitable materials (Force Majeure Event).

19. Notices

19.1 Any notice required to be given under or in connection with the Contract shall be in writing in

the English language and shall be delivered personally or sent by pre-paid registered or

recorded delivery post (and air mail if overseas) or by facsimile or by e-mail, to the party

intended to receive the notice or communication at its address and marked for the attention of

the representative each as referred to in the Order.

19.2 Any notice or other communication shall be deemed to be given to and received by the

addressee:

19.2.1 at the time the same is left at the address of or handed to a representative of the

party to be served if on a Working Day, and if not on the next Working Day;

19.2.2 by first class pre-paid post on the third Working Day following the date of posting;

and/or

19.2.3 in the case of a facsimile transmission or other means of telecommunication or email

on the next Working Day.

19.3 In proving the receipt of a notice it shall be sufficient to prove that the notice was left, or that

the envelope containing the notice was properly addressed and posted, or that the applicable

means of telecommunication or e-mail was addressed and despatched and despatch of the

transmission was confirmed and/or acknowledged as the case may be. Notices may not be

validly given by text message.

20. General

20.1 The remedies available to the Company under the Contract shall be without prejudice to any

other rights, either at Common Law or under statute, which it may have against the Customer.

20.2 The failure or delay of the Company to enforce or to exercise, at any time, or for any period of

time, any term of or any right, power or privilege arising pursuant to the Contract does not

constitute and shall not be construed as a waiver of such term or right and shall in no way

affect the Company’s right later to enforce or exercise it, nor shall any single or partial

exercise of any remedy, right, power or privilege preclude any further exercise of the same or

the exercise of any other remedy, right, power or privilege.

20.3 The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract

shall not in any way affect the remaining terms or rights which shall be construed as if such

invalid or unenforceable term or right did not exist.

20.4 The Contract is personal to the Customer and the Customer may not assign, transfer, subcontract

or otherwise part with the Contract or any right or obligation under it without the prior

written consent of the Company. The Company shall be entitled to assign, transfer, subcontract

or otherwise part with the whole or any part of the Contract or any right or obligation

under it to any third party whether with or without the Customer’s consent.

20.5 Clause headings are purely for ease of reference and do not form part of or affect the

interpretation of the Contract.

20.6 These Conditions together with the Quotation, Order, Applicable Specification(s) and any

other documents relating to the Goods and/or Services which have been agreed in writing

and signed by each party contain the whole agreement between the parties and supersede

any prior written or oral agreement between them and are not affected by any other promise,

representation, warranty, usage, custom or course of dealing. The parties confirm that they

have not entered into the Contract on the basis of any representation that is not expressly

incorporated into the Contract. Nothing in the Contract shall exclude liability for any

fraudulent statement or act made prior to the date of the Contract.

20.7 No variation or amendment to the Contract shall be effective unless in writing signed by

authorised representatives of each of the parties.

20.8 The parties to the Contract do not intend that any term of the Contract shall be enforceable a

person that is not a party to it.

20.9 Any reference in these Conditions to any statute, law, statutory instrument, enactment, order,

regulation or other similar instrument having the force of law shall be deemed to include any

lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or

repeal thereof.

20.10 In these Conditions the phrase “and/or” means either of the alternatives and both of the

alternatives as the case may be.

20.11 Termination of the Contract shall not affect any rights of the parties accrued up to the date of

termination.

20.12 If any provision or part-provision of the Contract is or becomes invalid, illegal or

unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid,

legal and enforceable. If such modification is not possible, the relevant provision or partprovision

shall be deemed deleted. Any modification to or deletion of a provision or partprovision

under this clause shall not affect the validity and enforceability of the rest of the

Contract.

20.13 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or

joint venture between any of the parties, nor constitute either party the agent of another party

for any purpose. Neither party shall have authority to act as agent for, or to bind, the other

party in any way.