Terms and Conditions of Business

1         DEFINITIONS

(a)       “Company” means System Sense Technology Ltd. And any associated or subsidiary companies, agents and assigns

(b)       “Customer” means the other party to this agreement.

(c)       “Deliverables” means Hardware and Software products provided by the Company.

(d)       “Service” is the service provided by the Company to the Customer.

(e)       "Software" means any Deliverables which are computer programs.

(f)        "Hardware" means any Deliverables which are computer equipment including its components and peripherals.

2         GENERAL

(a)       This agreement made in respect of deliverables between the Company and the Customer shall not exist until the Customer’s order has been accepted by the Company in accordance with the terms and conditions herein.

(b)       The terms and conditions herein shall not be deemed to have been altered modified or varied unless expressly agreed in writing by a director of the Company.

(c)       All headings shall be disregarded in the construction or interpretation of this Contract.

(d)       It is the responsibility of the Customer to ensure that the Service will meet its business needs.  The Customer acknowledges that the Company shall be under no liability to the Customer in respect of the effect of the Service on the business of the Customer.

(e)       "VAT" shall mean Value Added Tax at such rate as may be chargeable at the then ruling rate and any such tax or impost which is payable in respect of or relating to any payment made hereunder.

3        RESPONSIBILITIES OF THE CUSTOMER

The Customer undertakes as follows:-

(a)          To provide such access to the Customer's premises staff and facilities as are reasonably requested by the Company to carry out the Service efficiently and without delay 
and to respond to requests for information within a reasonable period of time.

(b)         To provide accommodation and facilities for the Company's employees servants or agents commensurate with their status and appropriate to the Service being carried out.

(c)          Unless arranged otherwise, to accept full responsibility for engaging and paying for services rendered other than by the Company but in connection with the Service.

(e)          To indemnify the Company against all costs, damages and expenses which may be incurred by the Company in connection with any action for infringement or other proceedings or claim taken or brought against the Company in respect of any copyright or patented material provided by the Customer and used in accordance with the Customer's instructions or with the Customer's consent, whether or not according to the conditions or instructions of the manufacturers or licensor.

(g)         To reply promptly to any request for information by the Company or its servants or agents in connection with the Service.

(h)         To maintain adequate employer's and public liability insurance policies in respect of the Company's employees servants or agents whilst such employees servants or agents are on the Company's premises.

4         PAYMENT

(a)          The Price is exclusive of VAT.  The Customer shall pay VAT to the Company as if it were part of the Price and all requirements and other provisions concerning payment of the Price shall apply accordingly.

(b)         Payment (including VAT) is due without any deduction or set off thirty days after the date of the invoice. No prompt settlement discount shall apply.

(c)          In the event of late payment the Company reserves the right to charge interest on overdue amounts at the rate of 2% above the National Westminister Bank Plc base rate.

(d)         The Company may at its sole discretion require a change in the charges for the Service if the Customer fails to meet his obligations as set out in Clause 2 and such failure results in the Company incurring extra expenditure.

5        TITLE AND RISK

Until full payment has been received by the Company in the period stipulated in Clause 3(b) then in respect of all deliverables provided by the Company

(a)          Legal and beneficial ownership of the Deliverables shall remain in the Company (although the risk therein passes to the Customer in accordance with Clause 4(c) below) and the Customer shall have possession of the Deliverables as bailee for the Company.

(b)         Without prejudice to the rights of the Company pursuant in the event of non payment by the Customer of any sums due to the Company pursuant to this Contract the Customer undertakes to delete or destroy all Deliverables which cannot be returned to the Company.

(c)          Notwithstanding that property in the Deliverables has not passed the risk of loss or damage shall be the Customer's as from the date of delivery and the Company accepts no liability whatsoever as bailee or otherwise for the Deliverables after that date.

6       INTELLECTUAL PROPERTY

The Company reserves copyright and all other intellectual property rights in any delivered Software, but grants the Customer full licence to use this Software in the course of its business on the hardware configuration agreed between the Company and the Customer.  The Customer agrees and undertakes that the Software cannot and will not be assigned or transferred in any manner to any third party and agrees to use its best endeavours to ensure that no modifications of any sort will be made by a third party without the prior written consent of the Company and will inform the Company forthwith upon any such modification coming to its notice and shall at the Customers expense do such deeds acts and things as the Company may require to defend the Company's rights in respect of the Software. The Customer shall not during or at any time after the completion expiry of this agreement in any way question or dispute the ownership of any such rights. The Customer shall indemnify the Company fully against all liabilities costs and expenses which the Company may incur as a result of work done and in accordance with the customers specifications involving infringement of any patent or other property rights.

7       LIABILITY

(a)          The Company shall not be liable to the Customer or to any person for any loss or damage whatsoever or howsoever caused, except as provided in (c) below, arising directly or indirectly in connection with this contract or the service carried out hereunder other than as imposed by Law.  Notwithstanding the foregoing generality, the Company expressly excludes liability for direct, indirect or consequential loss or damage to data or to other equipment or property whether or not the same may be in the Company's care, custody or control, or for loss of profit, business, revenue, goodwill or anticipated savings.

(b)         The liability of the Company pursuant to this agreement shall be limited to the price paid by the Customer.

(c)          The Company does not exclude liability for death or personal injury to the extent that the same arises from the negligence of the Company, its employees agents or authorised representatives.

(d)         Neither party shall be liable to the other for consequential losses incurred as a result of the breach of this Contract or any Work order.

8        FORCE MAJEURE

Neither party shall be under any liability for any delay or failure to perform all or any part of its obligations hereunder if such delay or failure shall be due to acts of God strikes lockouts labour disturbances civil disturbances statute order or any regulation of any Government public local or other Authority delays or defaults of suppliers and subcontractors and without prejudice to the generality of the foregoing, any other causes beyond the reasonable control of either party.

9       CONFIDENTIALITY

Both parties undertake not to divulge information without the other parties prior permission relating to the Service or any other information which either party notifies the other party in writing to be of a confidential nature to anyone not involved in the Service but this shall not prevent the Company from re-using any techniques or technical knowledge gained during the course of the Service nor from using the fact that it has been commissioned to carry out work on behalf of the Customer in publicity material.

10     EMPLOYMENT

The Customer agrees not to approach or employ the Company’s personnel to work for them in any capacity for a minimum period of six months after such personnel leave the employment of the Company except with the express written permission of the Company.  In the event that the Customer engages any of the Company’s personnel, the Customer shall pay an introduction fee of 26 weeks or the equivalent of the engaged person’s remuneration.

11     DATA PROTECTION ACT

In the event that the Customer's data is transferred to the Company for any purpose, then the Customer is responsible for ensuring that any required registration by the Customer under the Data Protection Act is carried out and that full details of such registration is provided to the Company.

12     SUBCONTRACTING ETC.

The Company reserves the right to subcontract the performance of any or all of the Service to third parties.  The Company may at its sole discretion, assign the benefit or burden of all or any part of this agreement to any person, firm or company.

13     WAIVER

Failure or neglect by the Company to enforce at any time any of the provision hereof shall not be consulted  nor shall be deemed to be a waiver of The Companys thereunder nor in any way effect the value of the whole or any part of this agreement nor prejudice its Companys rights to take subsequent action.

14      LAW

(a)          This Contract shall be governed by and construed in accordance with the Laws of England and parties submit to the exclusive jurisdiction of the English Courts.

(b)         In the event that any of the terms conditions or provisions of this Contract shall be determined invalid unlawful or unenforceable to any extent such term condition or provision shall be severed from the body of this Contract and the remainder thereof shall continue to be valid and enforceable to the fullest extent permitted by the law.

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© System Sense Technology Ltd 2007. All rights reserved.