Terms & conditions

A. GENERAL

1. Outline

This content defines the standard terms and conditions of supply by Intelligent Retail to the Customer.

2. Definitions

Acceptance Tests
The activities carried out by Intelligent Retail in accordance with Intelligent Retail´s standard procedures to demonstrate the correct commissioning and functionality of the Works defined in the SOW.
Applications
Any Software used to provide access to facilities for users of Connect. Microsoft® Office
Cabling Infrastructure
Any cabling and associated components connecting workstations to the Servers. UTP network cabling and switches
Installation Engineer
The Intelligent Retail installation engineer(s) who will carry out the Works identified in the SOW.
Customer
The person who is responsible for initiating the request for work from Intelligent Retail. Network Manager
Goods
The Goods (including any installation of the Goods) which Intelligent Retail is to supply in accordance with these Conditions.
Hardware
Any electronic equipment required such as Servers, Workstations, switches, printers, scanners, etc. Intelligent Retail AX Server
Server
Any central computer system used for the storage or user data and/or Applications. Intelligent Retail Smart-Tools Server
Software
Any computer disk or CD with data on it which is used to configure Servers, Workstations or Hardware or the source of Applications. Microsoft® Windows® Server 2003
SoW
The main document defining the Works to be carried out by Intelligent Retail on behalf of the Customer.
Third Party
A company other than Intelligent Retail who are responsible for the provision of Hardware, Software or cabling. BT
URL
Universal Resource Locator (website address) www.intelligentretail.co.uk
Works
The agreed set of activities to be carried out for the Customer by Intelligent Retail.

3. Intelligent Retail Personnel

3.1. The Intelligent Retail project co-ordinator, or project manager, will be responsible for co-ordinating all activities relating to the Works to be carried out by Intelligent Retail.

4. Title

4.1. Notwithstanding delivery, installation and acceptance, title to the equipment shall not pass to the Customer but shall be retained by Intelligent Retail until full payment for the Products has been received by Intelligent Retail from the Customer.

4.2. Until such time as title in the Hardware has passed to the Customer, Intelligent Retail:

i. shall have absolute authority to retake, sell or otherwise deal with or dispose of any or part of the Hardware; and

ii. for the purpose specified in (i) above, Intelligent Retail or any of its agents or authorised representatives shall with reasonable cause be irrevocably entitled at any time and without notice to enter upon any premises in which the Hardware or any part thereof is installed, stored or kept, or is reasonably believed so to be; and

iii. shall be entitled to seek a Court injunction to prevent the Customer from selling, transferring or otherwise disposing of the Hardware.

5. Hardware Warranty (General)

See also On-Site Hardware Warranty.

5.1. Period

Intelligent Retail partner with a range of hardware suppliers. Unless otherwise stated PC´s, notebooks and till systems come with 1 year return to manufacturer warranty. If the customer notifies Intelligent Retail within fourteen (14) days of the delivery date that the item has been found faulty upon receipt then, depending upon the nature of the fault, Intelligent Retail may classify that item as Dead on Arrival (DoA) and replace the item with a new product.

5.2. Returns

It is the customer´s obligation to package and return items to the manufacturer and cover delivery costs.

5.3. No fault found

In the event of any claim presented under warranty being found on investigation by Intelligent Retail either to be outside the scope or duration of this warranty or the fault not being confirmed, then the cost of such investigation and repair shall be borne by the Customer.

5.4. Liability

Intelligent Retail shall not be liable at any time for damage or defects in the Hardware or parts caused by:

i. improper use or installation; or

ii. use of the Hardware outside the specifications detailed in the documentation relating to the Hardware; or

iii. outside the specific application of the Hardware; or

iv. where Hardware has been repaired or modified by persons not authorised by Intelligent Retail.

6. Software Warranty

In the case of Software produced by Intelligent Retail ("Intelligent Retail Software") Intelligent Retail Software is warranted to conform substantially to its published functional specifications for a period of ninety (90) days from the date of installation. Intelligent Retail will during the said period, at its own expense, correct any such non-conforming Software provided that the Customer has notified Intelligent Retail and upon inspection Intelligent Retail has found the Software to be non-conforming. The Customer´s sole and exclusive remedy under this warranty will be limited to such correction.

6.1. Conditions

This warranty is subject to the following conditions:

i. Any modification of the Software by any persons not authorised by Intelligent Retail shall void this warranty.

ii. Damage resulting from or aggravated by negligence or misuse is excluded.

iii. This warranty is subject to the Customer following the procedures (if any) specified by Intelligent Retail from time to time for fault recording.

iv. The Customer reporting any faults in the Software within seven (7) days of the fault becoming apparent and co-operating with Intelligent Retail in carrying out such diagnostic and test routines as Intelligent Retail may require in accordance with Intelligent Retail´s instructions.

v. The Customer returning to Intelligent Retail, if so required by Intelligent Retail, at its own expense the Software suitably packed.

6.2. Third Party Software

In the case of non Intelligent Retail software ("Non Intelligent Retail Software"), Intelligent Retail will use reasonable endeavours at its own expense to procure that the Customer will have the benefit of any warranty given by a Third Party in respect of non Intelligent Retail software delivered subject to the Customer complying with the conditions of such warranties.

7. Cancellation / Returns

7.1 Goods are not sold on a trial basis. Where a Customer is not satisfied with Goods and / or does not want them, the Goods can only be returned to Intelligent Retail if fully re-saleable and subject to a restocking charge of 15% of the purchase price of the Goods or £20, whichever is greater. In the event of such returns, the Customer acknowledges that it shall be liable for all reasonable costs incurred by Intelligent Retail in relation to carriage, postage, and packaging and Intelligent Retail shall invoice the Customer for any costs in question incurred. Intelligent Retail shall not refund monies for Goods which are bought in error or are not resaleable.

7.2 A Returns authorisation number must be obtained before any Goods can be returned to Intelligent Retail, which number may be obtained by the Customer from Intelligent Retail´s customer service department. All repairs, replacements or refunds will be processed following receipt and inspection by our Returns department The Goods must also be packaged in all their original packaging so as to ensure safe transit and ease of identification and be returned in their entirety including all disks, manuals and cables. The manufacturer´s packaging must not be damaged or defaced. Intelligent Retail shall refuse Goods returned without a Returns authorisation number

7.3 The return of faulty Goods is subject strictly to individual manufacturers Dead On Arrival policies (DOA). (Individual manufacturers DOA policies may be obtained by the Customer by contacting Intelligent Retail´s customer service department.) Where a Customer notifies Intelligent Retail of a defect in the Goods within the time provided for in the applicable manufacturers DOA policy, which defect is subsequently verified by Intelligent Retail´s technical inspectors, Intelligent Retail will replace the Goods or refund the monies paid by the Customer for the Goods.

7.4 The Goods will be tested upon receipt. If no fault is found, the Goods will be returned to the Customer. If a fault is found and the applicable manufacturer´s DOA period is exceeded, then the Goods will be repaired under the terms of the manufacturer´s warranty.

7.5 In the case where it is established that Goods are faulty or defective in line with the individual manufacturer´s warranty, most warranty repairs will be carried out on a return-to-manufacturer basis. All parts and labour charges will be waived but the Customer is responsible for ensuring that the Goods are returned to Intelligent Retail in their original packaging ,or if this is not available, in a stout carton with high density foam providing at least 150mm clearance surrounding the entire product so as to ensure safe transit and ease of identification. In some instances the manufacturer´s warranty requires the Customer to contact the repair agent directly. If this is the case, the Customer will be so informed by the Intelligent Retail´s customer service department.

7.6 Under no circumstances will Intelligent Retail accept the return of an opened software package unless it is faulty. By breaking the seal, the Customer accepts the licence between the Customer and the software manufacturer.

7.7 The Customer acknowledges that in all cases all Goods shall be returned to Intelligent Retail using only a carrier approved by Intelligent Retail and in cases where the Customer uses an unapproved carrier the Customer shall be liable for all costs losses damages or other charges incurred by Intelligent Retail in relation to the use by the Customer of the unapproved carrier.

7.8 Risk in any Goods that the Customer is returning to Intelligent Retail shall remain with the Customer until the Goods have been delivered to Intelligent Retail´s premises and accepted by Intelligent Retail.

8. Price

Catalogues, price lists and other advertising literature or material as used by Intelligent Retail are intended only as an indication as to price and range of goods offered and no prices, descriptions or other particulars shall be binding on Intelligent Retail.

The pricing in any written quotation provided by Intelligent Retail is fixed for a period of thirty days from date of quote. All prices are exclusive of VAT (and any similar sales tax) which will be charged as additional items on Intelligent Retail´s invoice. Following the expiry of this thirty day period any quoted price must be verified with Intelligent Retail.

9. Payment

9.1. Booking installation and training dates

To book an installation and training date Intelligent Retail require a deposit of at 10% or greater of the total value of the cost of goods and services as agreed as per the payment schedule. This is to hold the Customer´s specific dates in the engineer´s diary. If payment is by lease, confirmation of lease approval must have been received before the installation date can be booked.

Rearrangement and Cancellation. Once an installation and training date is agreed Intelligent Retail will commit resources to it. Therefore we prefer that dates are not changed. We do understand in certain exceptional circumstances that changes may need to occur. In these situations we regrettably have to pass on just some of the costs undertaken, these can be for example; project management, pre-commissioning, restocking fees (suppliers and our own), carriage, web development, web consultancy, hotel costs and preliminary design works.

Rearrangement is deemed to be when an installation or training date is rescheduled. Where 2-4 weeks notice of rearrangement is provided there is a charge of £140 to cover costs incurred by Intelligent Retail and our partners. Where 2 weeks or less notice is given, a charge of £450 will apply. The Customer agrees that such charge amounts to a genuine pre-estimate of the losses suffered by Intelligent Retail on such rearrangement.

Cancellation is where an installation and / or training is no longer required. Where 2-4 weeks notice of cancellation is provided there is a charge of 8% of the total order value to cover costs incurred by Intelligent Retail and our partners. Where 2 weeks or less notice is given, a charge of £790 or 10% of the total order value (whichever is greater) will apply. The Customer agrees that such charge amounts to a genuine pre-estimate of the losses suffered by Intelligent Retail on such cancellation.

9.2. Balance for services, hardware and software excluding website design

Full payment is required at least 2 weeks prior to installation. Intelligent Retail reserves the right to cancel an installation if payment has not been made on time and charge interest as indicated in 9.6.

9.3. Websites

A 50% payment of the website and eCommerce price is required to book the website marketing consultation and subsequent design.

Regardless of the amount of the deposit, the balance payment is then required no later than four (4) weeks after the date of website consultation, or the date the design work started whichever occured first. The reason this is specified is that development is a partnership activity where the customer provides some information through the design process and the duration of the design process will differ from one customer to another. It is important to understand that this payment is due no matter what stage the design is at currently.

9.4. Hosting

Hosting fees for the database and website commence from date of first hardware installation, not from the date the website goes live.

9.5. Support renewal

9.5.1. General Support. The support contract renewal should be paid prior to the expiry of the Customer´s existing contract. If renewal has not been received prior to the end of the support period, entitlement to access the support team as well as product updates will be removed.

9.5.2. Web Site Support

To ensure the continued provision of high quality support as the Customer's web site grows, the web site support program runs alongside the standard technical support contract for all customers with Connect websites. This support is free for the first year then comprises a sliding scale of charges based on the previous year's annual turnover of the Customer's website. To identify the previous years revenue the Customer gives Intelligent Retail the rights to run a report at the end of the year to show trading website revenues. This data will be used solely for the purposes of setting the correct pricing band for web site support. This report does not measure refunds.

9.6. Late Payments

Payments are deemed late if they are paid after the timeframe agreed as outlined in this document, agreed in the Scope of Work or after 30 days following invoice. Any payments shall be made without set off or deduction and in the event of any late payment, Intelligent Retail shall be entitled to charge interest at a rate of 4% above the base rate of Barclays Bank plc, from the date the payment was due until date of payment.

Customer shall not be entitled to delay or withhold payment on account of any alleged claim. Customer shall make all payments due under the Contract 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.

All payment payable to the Company shall become due and payable immediately upon termination of this Contract despite any other provision.

We reserve the right to suspend any or all of our services in the event of non-payment of any overdue invoice (pro-forma or otherwise). Such suspension of services (in whole or in part) also suspends all of our obligations to you (whether or not directly related to the portion(s) of services suspended), but all of our rights, as well as all of your obligations to us, in the matter of payment or any other matter, remain in full force and effect. If any services provided by us are suspended or ceased because of your non-payment or because of any breach of contract on your part, we have the right to charge you a restitution fee of £100 plus VAT, should you wish us to continue to provide the service and should we agree to do so.

10. Damages, Shortages or Loss in Transit

The Customer shall inspect the Products immediately on delivery and Intelligent Retail will accept responsibility for damages, shortage or loss in transit only if:

i. Such loss or damage is noted on the consignment note or delivery document upon receipt, and copies provided to Intelligent Retail or is notified in writing to Intelligent Retail in cases of outwardly non visible loss or damage to unchecked Products to arrive in either case within five (5) working days from receipt of the Products by the Customer; and

ii. In cases of suspected damage in transit the added packaging is retained for inspection; and

iii. The Products are handled by the Customer in accordance with the carriers´ conditions of carriage or handling stipulations.

Where Intelligent Retail accepts responsibility under this clause Intelligent Retail shall at its option replace or repair any Products proved to Intelligent Retail´s satisfaction to have been lost or damaged in transit.

11. Acceptance of Products

For Intelligent Retail installed Products, satisfactory completion of Intelligent Retail´s standard test procedure will be sufficient to establish acceptance. If, within seven (7) days after physical installation in the absence of written notification of valid reasons justifying non acceptance, the Customer shall be deemed to have accepted the Products. If installation is not performed by Intelligent Retail, Intelligent Retail shall be under no obligation to perform any acceptance test procedures and the date of acceptance shall be the date of delivery to the Customer.

12. Intelligent Retail´s Liability

i. Products have been manufactured or developed by Intelligent Retail or third parties to standard specifications. The Customer accepts that Intelligent Retail is acting only as a supplier and that it is the Customer´s responsibility to verify that the Hardware, Software and Services (including hosting of database and websites) will be suitable for its own requirements. There are no warranties, conditions, guarantees or representations as to description merchantability or fitness for a particular purpose or other warranties, conditions, guarantees or representations whether express implied by statute or otherwise oral or in writing except as provided herein and except as to statute implied terms as to title. For the avoidance of doubt, regarding database and website hosting services, Intelligent Retail make no claims to deliver 100% uptime and are not liable for any losses incurred through any downtime whatsoever.

ii. Notwithstanding (i) above the remedies set out in this Agreement do not apply to customer transactions except in so far as they add to Customer´s rights implied by statute. In relation to such transactions the rights and obligations of Intelligent Retail and the Customer in respect of defects in any Products supplied by Intelligent Retail to the Customer under this agreement, the fitness for any particular purpose of such Products and the correspondence of such Products with any description or sample shall be determined by the Terms and Conditions implied by Statue.

iii. Notwithstanding (i) and (ii) above all rights which the Customer may have under the customer Protection Act 1987 and the customer Protection (Distance Selling) Regulations 2000 are in addition to those set out in this Agreement.

iv. The Customer agrees that Intelligent Retail will not be liable for any loss arising out of the provision of goods or services by any company organisational person other than Intelligent Retail or for any loss caused by the Customer´s failure to perform his obligations in relation to this agreement.

v. Intelligent Retail shall not in any event be liable for any indirect, special or consequential loss, howsoever arising (including but not limited to loss of anticipated profits or of data) in connection with or arising out of the supply, functioning or use of the Hardware or the Software even if Intelligent Retail shall have been advised of the possibility of such potential loss and shall not be liable for any loss except as provided for in this agreement.

13. Risk

Risk of loss or damage of any Hardware or Software shall pass from Intelligent Retail to the Customer on delivery of any such goods to the Customer´s premises. The Customer agrees to insure such goods on delivery.

14. Use of systems

For the avoidance of any doubt, it is the customer´s responsibility to import or add all data including staff and stock information to the Connect system. Intelligent Retail is not responsible for the maintenance, management, security or integrity of the Customer´s data. Intelligent Retail accepts no liability for the loss of any data or otherwise. Any services provided including backup and data sharing are at reasonable endeavours and the customer is entitled to make additional provision in these areas if it is deemed necessary.

15. Insolvency of Customer

15.1 This Clause applies if:

15.1.1 the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

15.1.2 an encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the Customer; or

15.1.3 the Customer ceases or threatens to cease to carry on business; or

15.1.4 the Company reasonably apprehends that any of the events mentioned above are about to occur in relation to the Customer and notifies the Customer accordingly.

15.2 If this Clause 15 applies then without prejudice to any other rights or remedies available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Goods have been delivered and not paid for the price of the Goods in question shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.

16. Force majeure

Intelligent Retail shall not be liable for any failure in the performance of any of its obligations under this agreement caused by factors outside its control.

17. General

17.1 No waiver by Intelligent Retail of any breach of Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions of these Conditions.

17.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

17.3 All notices served under these Conditions shall be in writing and shall be sent to the address of the recipient set out in the invoice (or to any later address in the United Kingdom notified for that purpose) and all notices delivered personally or sent by first class prepaid letter or by facsimile transmission shall be deemed to have been served:

17.3.1 immediately if they were sent by facsimile; and

17.3.2 on the second Business Day after posting if served by first class post; and

17.3.3 by delivery of the notice through the letter box of the party to be served and shall be treated and served on the first Business Day after delivery.

17.4 Intelligent Retail reserves the right to amend these Conditions in respect of any promotion, offer or the like made or issued by Intelligent Retail from time to time in relation to the Goods.

17.5 These Conditions shall be governed by and construed in accordance with the laws of England.

18. Additional terms

18.1 The terms set out in this Clause 18 shall apply only to those persons who deal as a customer as defined in the customer Protection (Distance Selling) Regulations 2000 (Regulations).

18.2 A customer shall, subject to the terms set out in this Clause 18, have the right to cancel a Contract within 7 working days from the day after the date of delivery of the Goods by Intelligent Retail to the customer provided that he/she gives written notice of such cancellation in accordance with Clause 17.3.

18.3 If a customer exercises his/her right to cancel a Contract pursuant to Clause 18.2, Intelligent Retail shall, in accordance with the Regulations, reimburse any payment made by the customer within 30 days from the day on which he/she gave such notice of cancellation, provided that the customer shall not be entitled to a prepayment in the event that:-

18.3.1 he/she does not take reasonable care of the Goods either prior to cancellation of the Contract or, following cancellation, while the Goods remain in the possession of the customer. For the purposes of this sub-clause 18.3, a customer shall be deemed not to have taken reasonable care of the Goods if such Goods are not kept packed in their original box, with all disks, manuals and cables and the external packaging is defaced or damaged in any way ; or

18.3.2 the Goods consist of in whole or in part of software which he/she has accepted the licence to such software by either breaking the seal or registering the software licence on-line or over the telephone.

18.4 Any Goods returned by a customer pursuant to this Clause 18 shall be subject to a return charge of £10.00 plus VAT per Goods returned which represents the direct costs incurred by Intelligent Retail for such return.

19 Support

19.1 We have the right to deny Customer Support to you if the Customer fails to demonstrate to our representative upon receipt of a phone call or e-mail that you are indeed our customer and therefore authorised to request that changes be made on your account. You acknowledge that it may not always be possible for us to guarantee that breaches will not occur and therefore agree to cooperate with our staff in their requests for Customer authentication should we deem it appropriate to do so.

19.2 We always strive to maintain excellent relationhips with our customers. We do however reserve the right to withdraw service if the Customer communicates with staff in an unreasonable, provocative, abusive, aggressive or threatening manner. Our staff are paid to provide assistance to Customers and we do not tolerate unreasonable behaviour toward them. Should this occur we will either withdraw service on a limited basis, i.e. for a limited time period, for certain personnel in the Customer's organisation, or for telephone support, or we will withdraw service completely. In all cases the Customer is liable for full support fees for the whole period as they will still be entitled to software updates where these are deemed essential.

19.3 It is our policy to close any support call raised on the helpdesk where all the following circumstances are true (unless further clarification or evidence is forthcoming from the customer):

Our support personnel cannot recreate the issue.

Our testing team cannot recreate the issue.

Our IBM software testing robots that are capable of running hundreds of test scenarios, cannot create issue.

No other customers have reported the same or similar issue.

The customer cannot demonstrate the issue or give clear steps on when or how the issue occurs.

B. INSTALLATION

1. General

This content defines the standard terms and conditions of supply which apply to Works carried out as part of projects defined by Intelligent Retail Scope of Works ("SoW"). Where additional, or amended, terms and conditions are specifically required by the Customer these are identified within the Additional Notes section of the respective SoW document.

2. Access

Times of installation may vary but can be between the times of 9am and 5pm. By prior appointment the teams may require access to the premises at these times. If access is restricted Intelligent Retail reserve the right to charge for an additional half day or day installation to complete the planed works.

3. Pre-Requisites

The pre-requisites (such as broadband being installed and switched on) must be completed one (1) week prior to installation date. If Works have not been completed then the installation may have to be re-arranged and additional charges applied.

3.1 All Hardware, Software and network cabling components associated with this order must have been ordered and delivered from either Intelligent Retail, or a Third Party supplier, in time for the commencement of the Works.

3.2 Arrangement and/or completion of any Third Party services required as part of the Works.

3.3. If third party hardware is used the customer must check at least 2 weeks prior to installation that the specification is appropriate for the installation of Connect. Intelligent Retail will not install Connect on equipment that is not to the appropriate specification.

4. Intelligent Retail Personnel

4.1. The Intelligent Retail installation engineer will be responsible for carrying out the Works defined within the SOW, unless otherwise stated.

4.2. The Intelligent Retail installation engineer may decide to involve other Intelligent Retail personnel to assist with the Works defined in the SOW.

4.3. Behaviour. Intelligent Retail personnel are used to working in live retail environments and will behave in a courteous and polite manner at all times.

4.4. Responsibility. Whilst working on site Intelligent Retail is not liable for any accidental breakages of furnishings or equipment, or loss of sales arising from the activities undertaken on site.

5. Commencement of Works

5.1. The scheduling of the Works will only take place when an SOW has been written by Intelligent Retail and an order has been received.

5.2. The date for the commencement of Works will be agreed between Intelligent Retail and the Customer. IMPORTANT - PLEASE NOTE ? A CANCELLATION CHARGE MAY APPLY.

6. Acceptance Testing

6.1. The Intelligent Retail installation engineer will undertake a series of basic Acceptance Tests to demonstrate to the Customer that the Works defined in the SOW have been successfully completed.

7. Duration

7.1. An estimate of the duration of the on-site time may be stated in the main part of the SOW. As this is an estimate only the time required on site may vary. Any changes in the time on site will be notified to the Customer as soon as possible.

7.2. The Intelligent Retail installation engineer will decide which of the activities are to be carried out on site and which can be most effectively carried out elsewhere.

7.3. In the event that the Intelligent Retail installation engineer completes the Works defined in the SOW before the end of the allotted time, they will not be obliged to perform tasks not covered in the SOW or remain on site.

8. Customer Responsibilities

8.1. Unless agreed otherwise unpacking and the positioning of all Hardware equipment in its final location prior to the commencement of the Works.

8.2. Ensure that the users of any existing systems that are being upgraded, or extended, are informed that the systems will be unavailable during the period over which the Works are being carried out.

8.3. Ensure that any existing Cabling Infrastructure is functioning correctly.

8.4. Ensure that any copies of Software required for the configuration of any Hardware, not supplied as part of the order, are available prior to the commencement of the Works.

8.5. Ensure that any copies of Software required for the configuration of Software Applications, not supplied as part of the order, are available prior to the commencement of the works.

8.6. If the customer has a network server ensure that full, verified tape backups of any existing network Servers are made prior to the commencement of the works. In the event of unforeseen difficulties the Intelligent Retail installation engineer may have to use these backups to restore Servers to their previous state. The Customer is therefore responsible for any loss of data due to failure, or incompleteness, of any backup tapes provided.

8.7. Ensure that for any existing Servers boot disks and emergency repair disks are prepared prior to the commencement of the Works and following the completion of the works.

8.8. Provide the Intelligent Retail installation engineer with appropriate user´s logon identity and password for all existing computer systems to be accessed.

8.9. Ensure that the Intelligent Retail installation engineer is granted full and exclusive access to all cabling and areas where work is required as well as parts of the network between 9 a.m. and 5 p.m. Any Works to be undertaken outside of these hours will be agreed with the Customer.

8.10. Ensure that members of the Customer´s IT support staff or outside company may be easily contacted during the period over which the Works are being carried out.

8.11. Ensure that the Intelligent Retail installation engineer is informed of any operational difficulties with either any existing network or building infrastructure prior to the commencement of the works.

8.12. Ensure that full and legal licences are possessed for all Software installed on the Server or Workstations before, during or after the Works to be carried out.

8.13. Following the completion of the works and with the exception of any outstanding actions detailed in the Engineers Scope of Works form the customer must endeavour to functionally check all Hardware and Software installed or configured under the SOW.

8.14. Functional checks should be carried over the first five (5) days under full operational conditions i.e. with normal numbers of users logged on and accessing the Hardware and Software in typical modes of use.

8.15. Incidents where Hardware or Software fails during the functional checking should be reported directly to Intelligent Retail Support.

8.16. Customers should expect to carry out reasonable levels of diagnostics and assistance to Intelligent Retail Support in rectifying any reported failures.

8.17. Issues of a non-technical nature arising from the works, or enquiries regarding outstanding tasks should be reported to the Intelligent Retail project co-ordinator.

8.18. Packaging. Our installation engineers will not remove equipment packaging from the premises. We recommend the customer keeps the boxes in case the equipment needs to be moved or returned for any reason incluiding repair.

8.19. Parking. Our installation engineer will bring the hardware equipment to site. They will need to park within 300m of the shop to drop off this equipment. If any parking permits are required these must be obtained for the duration or works on the installtion day. The permit should have been received within 1 week prior to installation date. If appropriate parking is not available we reservce the right to rearrange installation for a date when access is available.

8.20. Work permits. Often in shopping centres a work permit is required by our engineers to conduct installation and / or maintenance works. This often has implications on validity of professional insurances. It is the customers responsibility to ensure a valid work permit exsits for the installation day. These permits must be in place up to one week prior to installation date. If appropriate work permits are not available we reserve the right to rearrange installation.

9. Non-Functional Systems

9.1 Intelligent Retail cannot be held responsible where a system cannot be made to function correctly for reasons beyond our reasonable control, e.g. virus infection, misuse or abuse, force majeure, faulty or incompatible Hardware (unless supplied as part of this integration work), problems with broadband or corrupt or incompatible Software supplied by the Customer.

10. Price

10.1 The price quoted is based on the notes made in the project documentation. If for example your Broadband modem is installed in a different place to that expected and we have to undergo extra cabling work then we will charge for this work and materials used.

10.2 The price for installation is based on typical building conditions that allow simple application of trunking and cable runs. Intelligent Retail do not tend to conduct pre-installation site surveys as these can add a significant cost to an installation. If there are reasons upon installation why extra expense is incurred then Intelligent Retail reserves the right to charge for any extra time on site and materials required.

10.3 Whilst an engineer is on-site if it is found that extra chargeable work is required then permission of a manager will be sought before proceeding with additional Works. However if a manager is not available the Customer agrees it is practical to proceed without permission of a manager providing the costs are within 20% of the overall installation cost as this is preferential to the installation being aborted. If costs are higher than 20% of the installation cost then the installation may have to be aborted rather accumulate than costs that the Customer might not want incur.

C. WEBSITE DESIGN & WEBSITE SERVICES

1. General

This content defines the standard terms and conditions of supply which apply to Works carried out as part of a web design project.

1.1. Internet router

The Connect system uses the internet for communicating changes as well as backup of your important information. Intelligent Retail has found that broadband routers differ in quality and the best approach for reliability if to use a single tested router. In order to keep support and installation costs to a minimum in our standard service we will exchange any existing router with the current recommended router.

If for any reason the Customer needs to keep the existing router connected in place please let Intelligent Retail know at least two (2) week´s prior to installation as additional works many need to be planned and additional charges may apply.

1.2. Website hosting

Intelligent Retail occasionally get asked by Customers whether they can host their own website and database. Whilst this can be done, there would need to be development and testing of the proposed host with various software management programs installed. Connect relies on a solid and reliable host and a lot of testing has gone into making sure the existing solution is solid.

1.3. Website design copyright

Original sketches, copy, drawings, computer designs and artwork produced in the course of the Project and adopted and used by the Customer in practice will become the Customer´s property upon settlement in full or all invoices relating to the Project. All other original sketches, copy, drawings, computer designs, media plans and artwork will remain the property of Intelligent Retail.

1.4. Website marketing

The Connect system is a tool and as such does not guarantee sales or placement in any search engines. Whilst the websites are designed in a way in which search engines can easily locate pages and list them as high as possible, there can be no guarantees. Additional services are available for marketing guidance and implementation of multi channel businesses.

1.5. Confidentiality

Intelligent Retail shall both during the project and after its termination keep confidential and not (except as authorised or required by the purposes of the Project) use or disclose or attempt to use or disclose to any person any information which you previously indicated is confidential.

2. Pre-Requisites

2.1. URL

Intelligent Retail advise that the Customer buys the required URL (website address) prior to works commencing.

2.2. Words

The Customer should prepare words for each web page they have selected, for example Terms and Conditions, Services, About Us and Contact Us.

2.3. Pictures

Intelligent Retail recommends that customers ask suppliers for product pictures as early as possible.

3. Commencement of Works

3.1. The scheduling of the Works will only take place when an order signed by an Authorised Signatory, has been received by Intelligent Retail and the deposit payment has been received.

3.2. The date for the commencement of Works will be agreed between Intelligent Retail and the Customer.

4. Design changes

4.1 The initial design consultation will identify the main design elements and work will be initiated accordingly.

4.2. There are various phases in the design depending on what the customer purchased. The Customer is entitled to feedback and to request design changes, or wording altered up to the point of Design Sign Off, at which time the website will be transferred to the Production server so that the Cutomer can upload products. At this point the designer no longer has access to the site and no additional design changes wil be done so the Customer has no more opportunities to influence the design but they will be able to change some parts of the website after the development is complete. If the customer would like additional changes these will be chargeable.

4.3. Where Intelligent Retail work with external designers to create a website, or an existing website is copied we will do what we can to build the design into the framework with reasonable endeavors. Intelligent Retail will decide when enough design time has been applied to meet the requirements. Intelligent Retail make no promises about meeting any specific designs and there is likely to be some level of compromise required.

4.4. Intelligent Retail will work with the Customer in designing the website. We will make reasonable changes to the website design depending upon service level purchased. Whilst we always endevour to meet the Customer's requirements, we reserve the right to refuse any requested changes if we feel it will impact on the functionality or usability of the website, or if is outside of the scope of the service level purchased. Intelligent Retail cannot make promises up front on when websites will go live, if the Customer makes any arrangements for a go-live date the risk is theirs to take and Intelligent Retail accept no liability if the website is not released on time.

4.5. We may change the technical specification of our services at any time, with a view to improving the service.

4.6. The competition for viable search engine positions in some market sectors is very strong, and success is often only made possible by the expenditure of a large amount of money and/or being a large organization with many affiliates. People who do not spend a large amount of money are likely to struggle to compete in these competitive sectors, but because there are a great many factors which influence the attainment of positions in a given search engine, and because these factors change frequently, it is not necessarily impossible for a promotion in such a market sector to return good results. We can offer no guarantee of position or results at any time. We do not make any representation as to the number of positions, if any, we will attain for you and no refunds will be given irrespective of the number of positions attained, even if that number be zero. The act of preparation and submission of your website optimisation or promotion shall be our sole consideration in this agreement.

5. Acceptance Testing

5.1. Once the design has been agreed and the Customer has loaded products to the live site Intelligent Retail will test the website, this usually (but not always) includes purchasing an item online.

6. Customer Responsibilities

6.1. Provide clear design steering at the initial stages of design.

6.2. Provide complete written material for each web page, for example Terms and Conditions.

6.3. Provide input at action in a timely and reasonable manner through each phase of the design.

7. Liability

7.1. The Customer acknowledges that we shall not be liable to them in respect of any loss or damage arising from your use of or reliance upon any advice or information provided by us.

7.2. The Customer understands that we will normally follow published search engine guidelines and will promote their site according to our experience. We shall have no liability whatsoever should any search engine choose to penalise the website in any way. We do not consider a penalty to be likely, but the risk is one which the Customer agrees to take entirely on themselves.

7.3. We shall not be liable to the Customer nor to any third party under this Agreement in contract, tort or otherwise for any direct or indirect loss of profit, anticipated savings, business, contracts, revenue, time, goodwill or loss of or harm to data or other content or for any other indirect or consequential loss.

7.4. Nothing in the Contract implies or is intended to imply that we are under a duty to scrutinise the contents of the website or are liable for its contents. We are not a publisher for the purposes of any relevant legislation and perform no editing function in relation to the contents of the website.

8. Optimisation and promotional service

8.1. The Customer grants us exclusive authority for the Term to submit the Website to the Search Engines. The Customer grants us full authority to conclude Contracts in relation to the Search Engines on your behalf with relevant third parties.

8.2 We are under no obligation to submit the Website or Webpages to any Search Engine which begins accepting Submission on a payment-only basis at any point during the Term.

8.3. Some search engines require payment on an ongoing basis for the maintenance of positions once they have been attained. All such payments must be made by the Customer if the positions are to be maintained. All positions in such search engines will be considered for the purposes of this agreement to be present at all points throughout the Term, even if the Customer has in fact allowed them to lapse.

8.4. Whilst every effort will be made to take into account the Customer's wishes regarding the content and/or the appearance of the webpages, optimisation is likely to impact the design of pages and the homepage to achieve satisfactory rankings in the Search Engines. As a consequence, we have full authority and control over the final design of the webpages. If the Customer rejects designs this is likely to have an adverse impact on search engine performance.

8.5. SearchPhrases. We use our expertise to help market the website to the proper audience and effectively use it as a selling or promotional tool. In some circumstances, the searchphrases (or derivatives thereof) selected bythe Customer may be considered unsuitable for promotion by us because they are not sufficiently specific. If a phrase is very generic, we may consider it very unlikely that we will attain positions for it, or if positions are attained, that they will be held for any length of time, and thus we would be less likely to be able provide you with the appropriate level of service. Additionally, a very generic phrase, if prominently positioned in the search engines, may generate higher levels of visitors to the website than a more specific searchphrase, but research has shown that it will provide a very poor conversion rate of visitors to purchases. If the Customer chooses such a phrase, we may at our discretion replace it with a phrase of our choice but which is relevant to the Website – we will do this in order that more of the searchphrases will have a greater chance of attaining good positions, and provide more benefit.

8.6 Working with 3rd Party SEO companies. Where a customer would like a 3rd party SEO company to optimise their website Intelligent Retail will provide the following support program.

Consent. Customer must send us written approval (by fax or email) giving us permission to communicate with a representative of the SEO company. The written consent should include the SEO company address, contact name, telephone number and email.

Guidance. In return we will provide our guidance helpsheet to the SEO company which details exactly how SEOs can optimise the meta data on the website using the tools available within Connect.

Support. We do not provide direct telephone support to the 3rd Party SEO company. We will provide limited email support with a 7 day turnaround. If the SEO company wishes to raise an urgent issue it should be done via the customer, we would prefer and recommend this is done in writing. This process is in place to ensure the customer is absolutely clear what the SEO company is asking for.

Access. We do not allow direct editing of the website. Our servers support over 100 trading websites turning over millions of pounds. We cannot allow anyone access to these servers as it greatly increases the risk of failures occurring resulting in potential downtime for everyone. The SEO company can change Metadata using the tools built into Connect. If the SEO company needs to upload new pages or edit existing pages they can utilise the functionality provided to customers using either the Online Editing Tool or the FTP upload system built into Connect. If the customer wishes them to do this then they must provide the relevant access from their own system. We suggest customers are very careful with their system logins and passwords.

D. ON SITE HARDWARE WARRANTY

Intelligent Retail or partners will deliver on site warranty services where the Customer has purchased this level of cover.

1. Definitions

In this section, unless the context otherwise requires, the following expressions have the following meanings:

The Equipment
means the computer equipment specified in the On Site Warranty Schedule and such additions and changes thereto as shall from time to time be agreed in writing between the parties
Additional Equipment
means any changes and additions to Equipment made at the request of the Customer after the Commencement Date and which are in good repair and condition
Non Contracted Equipment
means any equipment at the location which is not included in the Equipment Schedule and in respect of which the Customer requests any Maintenance Services
The Location
means the Customer's premises in which the Equipment is installed as specified in the Schedule
The Commencement Date
means the date on which this Agreement shall become effective as specified in the Schedule
The Initial Period
means the initial period of this Agreement as specified in the Schedule
The Maintenance Services
means the maintenance services to be provided by the Supplier pursuant to Clause 2
The Maintenance Charge
means the periodic charge for the Maintenance Services specified in the Schedule as varied from time to time pursuant to Clause 3
Maintenance Hours
means the hours specified in the Schedule but excluding Saturdays, Sundays and public holidays (unless otherwise stated in the Schedule)

2. Maintenance Services

During the continuance of this Agreement the Supplier shall use its reasonable endeavours to provide the following Maintenance Services in respect of the Equipment which shall include the supply and fitting free of charge of all standard parts necessary for the efficient working of the Equipment. Worn or broken parts replaced permanently in accordance with the service provided by the Supplier under this Agreement will become the property of the Supplier.

2.1. Response Time

On receipt of a request for corrective maintenance the Supplier undertakes to use all its reasonable endeavours to respond with a suitably qualified service engineer within the Response Time specified in the Schedule during Maintenance Hours.

2.2. Corrective Maintenance

The Supplier shall during Maintenance Hours use all its reasonable endeavours to carry out such repairs and adjustments to and replace such parts of the Equipment as may be necessary to restore the Equipment to its proper operating condition.

2.3. Service Reports

Upon completion of remedial work a duly authorised representative of the Customer shall if the Supplier so requests sign a Service Report Form in duplicate confirming the Customers instructions to the Supplier to carry out such work and specifying the work completed by the Supplier to the Customers satisfaction.

2.4. Non-Serviceable Items

Whenever the Supplier considers that for any reason an item is beyond economical repair they will advise the Customer of this whereupon the item will either be replaced or reconditioned at the Customer's expense and remain covered by the agreement or be excluded from the agreement upon a written declaration to that effect by the Supplier to the Customer subject to a rebate by the Supplier of the appropriate proportion of the unexpired fee for that item excluded from the agreement.

2.5. Inspection

Where equipment has not been supplied and installed by the Supplier or its agents immediately prior to the proposed signing of this agreement Supplier may require that an inspection be carried out at the Customers expense by Supplier's staff prior to acceptance of equipment under this contract. Supplier reserves the right to refuse support of equipment that fails such inspection unless the Customer agrees to pay for the costs of any remedial work necessary.

2.6. No Fault Found

The Supplier reserves the right to apply its current listed support charges to the Customer whenever reported faults in the equipment are not evidenced within a reasonable time of the attendance of Supplier's staff at the Customers premises.

3. Charges

3.1. Terms of payment of Supplier's invoices for Maintenance Services are 30 days net from date of invoice.

3.2. The Supplier reserves the right to revise listed maintenance charges at any time. Revised charges will only be applicable on commencement or renewal of agreements. Supplier will advise the Customer of revised charges at least 30 days prior to the Agreement renewal date. Individual charge rates are available on request.

3.3. Charges for Non-Contracted Equipment will be made individually by the Supplier according to its current scale of charges and are subject to normal credit terms.

3.4. Charges for Additional Equipment will be made for the balance of the duration of the Agreement at Suppliers prevailing rates. Supplier is entitled to charge in addition for any services required to put such additional equipment into good repair and condition at Suppliers prevailing rates prior to accepting such additional equipment.

3.5. All charges herein before referred to are exclusive of Value Added Tax and net of all other taxes, duties whatsoever and the Customer shall be additionally responsible for payment of any such taxes or duties.

3.6. If any sum payable under this Agreement is not paid in full on the due date, the Customer shall pay interest on the sum outstanding at the rate of four per cent per annum above the base rate of the Royal Bank of Scotland plc in force from time to time (or such higher rate as may be permitted by law) from the date the payment became due until full payment is made (whether after or before judgement). The Supplier reserves the right to suspend the Maintenance Services until full payment is made of any such outstanding sum and interest due.

4. Exceptions

4.1. The Maintenance Services do not include any maintenance of the Equipment which is necessitated as a result of any cause other than use of the Equipment in accordance with the manufacturers recommendations or as a result of the Customer's neglect or default and does not include without limitation:

4.1.1. Failure or fluctuation of electric power, air-conditioning, humidity control or other environmental conditions; or

4.1.2. Accident, transportation, relocation, reinstallation, neglect, misuse or default of the Customer, its employees or agents or any third party; or

4.1.3. Any fault in any attachments or associated equipment (whether or not supplied by the Supplier) which do not form part of the Equipment; or

4.1.4. Act of God, fire, flood, natural disaster, act of government, war, riot, act of violence (including terrorism) civil commotion or any other similar occurrence; or

4.1.5. A ny attempt by any person other than the Supplier's personnel to adjust, repair or maintain the Equipment; or

4.1.6. Wilful damage and/or excessive wear and tear:

4.1.7. M aintenance where Equipment was not in an operational condition on the Commencement Date.

4.2. The Maintenance Services do not include:

4.2.1. Service other than at the Location (or such other location as the Supplier shall have approved in writing);

4.2.2. Repair or renewal of tapes, disk packs, printing ribbons, ink cartridges, print heads, print bands, print modules, hammer modules/banks, print shields, daisy wheels, laser printer toners, developers, fusers, drums, ozone filters, corona charge wires, tape drive heads, batteries, portable pc displays, gas plasma displays, cathode ray tubes, other consumable supplies, software related errors, virus, physical user damage, network or line faults:

4.2.3. Maintenance or support of the operating system software of any computer unless stated in the Schedule;

4.2.4. Electrical or other environmental work external to the Equipment;

4.2.5. Maintenance of any attachments or associated equipment (whether or not supplied by the Supplier) which do not form part of the Equipment:

4.2.5. Recovery or reconstruction of any data or programs lost or spoiled as a result of any breakdown of or fault in the Equipment. For example, if a hard disk fails a replacement is required this will not have any software on it at all. The operating system may only be replaced from the customers original Restore Disk or Operating System disk that came with the system. If the customer cannot locate this they may have to wait for a replacement to be sent out or return the unit for the Operating System to be reinstalled.

4.2.6. Operating supplies and accessories.

4.3. The Supplier reserves the right to send to Customer replacement peripheral items such as keyboards, mice and monitors (max diameter 15 inch) for installation by the Customer.

4.4. Non essential items such as label/barcode printers and stock control devices are not seen as mission critical and are not covered in the on site warranty. These items have standard manufacturer warranty.

5. Customer Obligations

During the continuance of this Agreement the Customer shall

5.1. Use and care of the Equipment

5.1.1. Ensure that proper environmental conditions are maintained for the Equipment and shall maintain in good condition the accommodation of the Equipment, the cables and fittings associated therewith and the electricity supply thereto

5.1.2. Not make any modification to the Equipment without the Supplier's prior written consent, such consent not to be unreasonably withheld

5.1.3. Keep and operate the Equipment in a proper and prudent manner in accordance with the manufacturer's or the Supplier's operating instructions and ensure that only competent trained employees (or persons under their supervision) are allowed to operate the Equipment

5.1.4. Ensure that the external surfaces of the Equipment are kept clean and in good condition and shall carry out any user maintenance recommended by the manufacturer or the Supplier from time to time.

5.1.5. Save as aforesaid, not attempt to adjust, repair or maintain the Equipment and shall not request, permit or authorise anyone other than the Supplier to carry out adjustments, repairs or maintenance of the Equipment

5.1.6. Use on the Equipment only such operating supplies as the manufacturer or the Supplier shall recommend

5.1.7. Not make any movement of the Equipment or remove the Equipment from the Location without notifying the Supplier and so ensure continuity of maintenance. Any location changes may require a revision of the maintenance charges.

5.1.8. Not use in connection with the Equipment any accessory, attachment or additional equipment other than that which has been supplied by or approved in writing by the Supplier or the manufacturer.

5.1.9. Make available to the Supplier free of charge all facilities and services reasonably required by the Supplier to enable the Supplier to perform the Maintenance Services including without limitation print-outs, data preparation and office accommodation.

5.2. Access

5.2.1. Provide the Supplier with full and safe access to the Equipment for the purposes of this Agreement; any period during which such access is denied or prevented shall not count towards the Fix Time.

5.2.2. Provide adequate working space around the Equipment for the use of the Supplier's personnel and shall make available such reasonable facilities as may be requested from time to time by the Supplier for the storage and safekeeping of test equipment and spare parts

5.3. Notification and Information

5.3.1. Promptly to notify the Supplier if the Equipment needs maintenance or is not operating correctly. Failure by the Customer so to promptly notify the Supplier shall free the Supplier from all obligations to investigate or correct such failure or incorrect working where the Supplier reasonably considers that such failure to be notified by the Customer has materially affected the Supplier's ability to perform the Maintenance Services or has materially affected the work required to be carried out by the Supplier

5.3.2. Subject to Clause 13.2. make available to the Suppliers personnel

i) the latest configuration for the Equipment and

ii) such programs, operating manuals and information as may be necessary to enable the Supplier to perform its obligations hereunder and shall if requested by the Supplier provide staff familiar with the Customer's programs and operations, which staff shall co-operate fully with the Supplier's personnel in the diagnosis of any malfunction of the Equipment

5.3.3. Where the latest Equipment configuration has not been made available to the Suppliers personnel in b i) above the Supplier shall only be obliged to use reasonable endeavours to perform a functional fix or replacement. Supplier reserves the right to charge the Customer for any return visit to complete the operational fix or replacement.

5.4. Miscellaneous

5.4.1. Provide such telecommunication facilities as are reasonably required by the Supplier for testing and diagnostic purposes at the Customer's expense

5.4.2. Keep full security copies of the Customer's programmes, databases, data backups and computer records in accordance with best computing practice

6. Duration

This Agreement shall commence on the Commencement Date, shall continue for the Initial Period and shall remain in force thereafter unless or until terminated by either party giving to the other not less than 90 days written notice of termination expiring on the last day of the Initial Period or at any time thereafter but shall be subject to earlier termination as provided elsewhere in this Agreement.

7. Liability

The Supplier will accept liability for direct physical damage to persons or property on the premises where the Equipment is installed which is caused by the negligence of the Supplier or its employees provided that the Supplier shall under no circumstances be liable for any loss of use, interruption of business, lost profits, goodwill, revenue, turnover, contracts, reputation, loss or corruption of data or for any indirect, special or consequential loss arising from such injury or damage. The Customer acknowledges that save as set forth in the Agreement the Supplier does not and shall not have any liability to the Customer (whether in contract or delict, strict liability or otherwise) for loss, damage or injury of any kind howsoever arising. The total liability of the Supplier under this Agreement or otherwise (whether or not caused by the negligence of the Supplier, its employees or agents) arising out of or in connection with this Agreement shall not exceed the sums received by the Supplier from the Customer under this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall affect either party's liability to the other for death or personal injury resulting from its own or that of its employees', agents' or sub-contractors' negligence which liability shall not be limited.

8. Force Majaure

Neither party shall be liable for any delays in performing any of its obligations hereunder if such delay is caused by circumstances beyond the reasonable control of the party so delayed and such party shall be entitled to a reasonable extension of time for the performance of such obligations.

9. Termination

9.1. This Agreement shall remain in force until terminated in any of the following ways:

9.1.1. By either party giving 90 days written notice to the other in accordance with Clause 6, or

9.1.2. By either party forthwith for failure of the other to remedy a material breach thereof after receipt of reasonable notice requiring it so to do, or

9.1.3. Forthwith by the Supplier if the Customer shall become insolvent or go into liquidation (within the meaning of the Insolvency Act 1986 or any modification or substitution of that Act) or goes into liquidation (other than for the purposes of reconstruction or amalgamation) or enters into a composition with its creditors or shall be unable to pay its debts within the meaning of Sec 123 of the Insolvency Act 1986 or if a receiver or administrator is appointed over all or part of the assets, or is subject of a winding up order or undergoes or is subject to any analogous act or event in any foreign jurisdiction.

9.2. If this Agreement shall be terminated lawfully by the Customer in accordance with the above the Customer shall be entitled to a refund of charges from the Supplier in respect of the unexpired portion of any period for which it was paid such charges (calculated on a daily basis). No refund of any part of any charges shall be made on termination of this Agreement in any other circumstances

10. Assignation

This Agreement is not transferable by the Customer without the prior written consent of the Supplier.

11. Sub-contracts

The Supplier may enter into any sub-contract with any person for the performance of all or any part of this Agreement and, if so requested by the Customer, shall supply the Customer with details of such sub-contractor. The Supplier shall not be relieved from any of its obligations hereunder by entering into any sub-contract for the performance of any part of this Agreement.

12. Waiver

Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of either parties rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice either parties rights to take subsequent action.

13. Headings

The headings of the terms and conditions herein contained are inserted for convenience or reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.

14. Severability

In the event that any of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

15. General Provisions

15.1. This Agreement, including the Schedule, states the entire agreement between the parties on this subject and supersedes all prior negotiations, understandings and agreements between the parties concerning the subject matter. These terms and conditions shall prevail over any printed or conflicting terms contained in Customers Purchase Order and may be modified or waived only by a written agreement signed by authorised representatives of the party.

15.2. Any notice required to be given hereunder shall be given by sending the same by first class registered post, addressed to the party required to be served at the address for such party shown in this Agreement or such other address as he shall have given for service upon him. Any notice given pursuant to this clause shall be deemed to have been given forty-eight hours after the time of posting and service thereof shall be sufficiently proved by proving that the notice was duly despatched through the post in a prepaid envelope addressed as aforesaid.