1.1

"Agreement" means these terms.

1.2

"Intellectual Property" means patents, trade marks, service marks, registered designs and copyright.

1.3

"Materials" means all materials, including software, developed by the Supplier for the Client under the terms of this Agreement.

1.4

"Services" means the services to be provided by the Supplier to the Client agreed in writing between the parties.

1.5

"Software" means such software as the parties may from time to time agree.

2.1

Work which the Client requests to be done which is not subject of a written acceptance or is outside the specification of a contract will be chargeable in accordance with prevailing rates of charge in force from time to time.

2.2

The Supplier shall make all reasonable efforts to meet agreed delivery dates. However, delivery and installation dates quoted are estimates only and the Supplier shall not be responsible for any loss, damages or consequences arising as a result of any delay.

2.3

It is the sole responsibility of the Client to ensure that the specification for the Services is complete and comprehensive in respect of the intended outcome or purpose of the specification.

2.4

Any warranty, implied or otherwise, that the Materials and Services are suitable for the purposes of the Client or may be integrated with other services or equipment of the Client is expressly excluded unless stated otherwise within the contract documentation.

3.1

it will provide the Services to the Client diligently and efficiently using reasonable skill and care;

3.2

it will provide suitably skilled and appropriately trained personnel to carry out the Services; and

3.3

the Services will be provided in a professional manner.

4.1

where applicable, make available to the Supplier working space, equipment (when required) and other resources necessary for its work under this Agreement;

4.2

ensure that its employees co-operate fully with the Supplier in relation to the provision of the Services;

4.3

promptly give the Supplier such information and documents as it may reasonably request for the proper performance of its obligations under this Agreement; and

4.4

take all reasonable steps to ensure the health and safety of the Supplier's employees whilst they are on the Client's premises.

7.1

Payment of invoices shall, unless otherwise agreed in writing, be made in full without any deduction or set-off within 45 days of the end of the month in which the Client received the invoice.

7.2

Any extension of credit allowed to the Client may be changed or withdrawn at any time by the Supplier.

7.3

Interest shall be payable on overdue accounts at the rate of 4% per month over HSBC plc base rate to run from the due date for payment until receipt by the Supplier of the full amount whether before or after judgment.

11.1

The Supplier will indemnify the Client for direct physical injury or death caused either by defects in the Materials or by the acts or omissions of its employees.

11.2

The total liability of the Supplier under this Agreement shall be limited to an amount equal to five times the cost of the Services for any one event or series of connected events.

11.3

Neither party shall be liable to the other for any indirect or consequential loss of whatever nature, howsoever caused whether occurring in contract, tort or otherwise.

11.4

The Supplier does not warrant either that the Services will achieve any intended result other than as expressly set out in any specification agreed between the parties or that the operation by the Client of any program provided by the Supplier under this Agreement will be uninterrupted or error free.

12.1

by either party if the other party is in material or continuing breach of any of its obligations under this Agreement and fails to remedy them (if capable of remedy) for a period of 30 days after written notice of the breach by the other party;

12.2

by either party if the other is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangements with its creditors or petitions for an administration order or has a Receiver or Manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;

12.3

by the Supplier if the Client fails to pay any sums due under this Agreement by the due date, and such failure continues for 30 days after written notice by the Supplier to the Client.