CONDITIONS OF SALE AND FOR SUPPLY OF GOODS AND SERVICES

(Including Installation and Maintenance)

1. Definitions

"The Customer" in relation to any Contract (as hereinafter defined) means the party so defined on the quotation forming part of that Contract.

"SYSTEMATIC" means Systematic ICT Services Limited.

"Contract" means any quotation signed by an authorised signatory of SYSTEMATIC accepted by an authorised signatory of the Customer or order signed by an authorised signatory of the Customer and accepted by an authorised signatory of SYSTEMATIC (together with any attachment thereto).

"Equipment" means the hardware listed on any quotation/order forming part of a Contract.

"The Completion Date" in relation to any Contract means the date of the installation of the Equipment and/or the completion of Services provided by SYSTEMATIC.

"Goods" means any Equipment Software and Documentation.

"Services" means those services set out in the Contract made between SYSTEMATIC and the Customer.

"Software" means any operating system application software and other software listed on the quotation/order forming part of a Contract and other software supplied by SYSTEMATIC to the Customer in the performance of its obligations under such Contract.

"Documentation" means any operator manual and all other documentation relating to the Equipment and/or the Software supplied at any time by SYSTEMATIC to the Customer in connection with any Equipment and/or Software supplied by SYSTEMATIC to the Customer.

"The Location" means that area within the Premises of the Customer where the Equipment is to be sited.

"The Premises" means the address of the Customer shown on the quotation/order forming part of a Contract or other premises of the Customer agreed with SYSTEMATIC

"The Price" means the aggregate price for any Goods and Services shown on the quotation/order forming part of a Contract.

"The Maintenance Service" means the maintenance service described in condition 12 hereof.

"The Maintenance Period" in relation to any contract means the period specified in the quotation/order which forms part of a Contract.

"The Maintenance Charge" means the fee payable by the Customer for provision of the Maintenance Service in the sum specified in the quotation/order.

2. General

2.1 Quotations are open to acceptance by the Customer for seven days.

2.2 The terms of any Contract entered into by SYSTEMATIC for the supply of Goods and/or Services to the Customer shall consist of the express terms of any quotation/order (including these Conditions of Sale and for Supply of Goods and Services) together with the terms of any other document expressly referred to in such quotation/order. Any such Contract shall supersede all previous discussions negotiations letters and agreements in relation to the supply of such Goods and/or Services.

2.3 If the Customer accepts any Goods delivered or Services supplied to the Customer by SYSTEMATIC before a binding agreement for the supply of such Goods or Services is in existence then the Customer's acceptance of such Goods/Services shall be deemed to constitute acceptance of the terms of the quotation and of the terms of any invoice rendered by SYSTEMATIC.

3. The Price, Payment and Delivery Charges

3.1 The Price shall be the Price specified in the Contract. The Price is exclusive of VAT and unless otherwise specified of Delivery Charges.

3.2 Value Added Tax and/or any other tax or surcharge which may be imposed from time to time by any competent authority upon or in relation to the supply of Goods and/or the provision of Services, will be charged in accordance with any such legislation or ruling in force at the tax point date.

3.3 Delivery charges are in respect of the cost of delivery of Goods to the Location. They do not include the cost of any building electrical or other special works necessary to enable Goods to be used at the Location.

3.4 Unless otherwise specified in the Contract payment of the Price and VAT shall be due and payable upon acceptance of the quotation/order.

3.5 Interest on the Price and VAT shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5% above Barclays Bank Plc's base rate from time to time in force.

4. Delivery and Part Delivery

4.1 Any date for delivery of Goods or provision of Services specified in any Contract or otherwise quoted or agreed to by SYSTEMATIC will be estimated by SYSTEMATIC as accurately as possible but is not guaranteed and in the event of any failure to meet such date SYSTEMATIC's sole obligation shall be to deliver the Goods or provide such Services within a reasonable period thereafter.

4.2 Any claims for incorrect delivery damage or loss of Goods must be made to SYSTEMATIC in writing within 2 working day of delivery/collection by the Customer supplying full details. Any claims for non-delivery must be made in writing within 2 days of the delivery note/invoice date.

4.3 Unless a written notice is received by SYSTEMATIC pursuant to sub-clause 4.2 the Customer shall be deemed to have accepted the Goods in accordance with the delivery note/invoice.

4.4 If the Contract provides for the Installation of the Goods:

4.4.1 The Customer shall make the proposed installation site available for inspection by appropriate SYSTEMATIC staff at an agreed time during a period of 30 days before the date scheduled for delivery.

4.4.2 Delivery shall be made during SYSTEMATIC's or the Customer's normal working hours to the Location specified.

4.4.3 SYSTEMATIC shall furnish the labour required for taking any Equipment to the Location and unpacking it. The Customer shall provide in any event a member of staff to assist in the supervision of the delivery and installation.

5. Passing of Risk and Title

5.1 Risk in any Goods passes to the Customer when SYSTEMATIC delivers such Goods to any entrance to the Premises or when the Goods are collected by the Customer.

5.2 The Customer shall indemnify SYSTEMATIC against any damage to or loss of any Goods from the time of collection by the Customer or delivery of such Goods to any entrance to the Premises until the receipt by SYSTEMATIC of the Price.

5.3 Property in any Goods shall pass only when SYSTEMATIC receives payment in full of the Price.

5.3.1 All Goods supplied by SYSTEMATIC to the Customer under the terms of this Contract shall remain the sole and absolute property of SYSTEMATIC both in law and in equity until the Customer shall have paid the Price to SYSTEMATIC together with the full price of any other goods supplied by SYSTEMATIC to the Customer pursuant to any other contract between them.

5.3.2 Pending payment by the Customer as specified in sub-clause 5.3.1 the Customer acknowledges that it is in possession of the Goods solely as a bailee.

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5.3.3 Until such time as the Customer becomes the owner of the Goods in accordance with this condition 5.3 it will keep them in such a manner which makes them readily identifiable as the Goods of SYSTEMATIC.

5.3.4 The Customer's right to possession of the Goods shall cease if the Customer become insolvent or is unable to pay its debts as they fall due or the Customer suspends or ceases or threatens to suspend or cease trading and SYSTEMATIC may thereupon enter any premises where the Goods are stored or where they are reasonably thought to be stored for the purpose of repossessing them.

5.3.5 Until such time as either the Customer shall have ceased to have the right to retain possession of the Goods or shall have acquired the property in them in accordance with this condition 5.3 the Customer may be licensed by SYSTEMATIC to sell the Goods but the Customer shall not hold itself out as agent but shall sell on its own account and shall hold the entire proceeds of sale as trustee for SYSTEMATIC and shall pay them into a separate bank account opened for the purpose approved by SYSTEMATIC and shall ensure that in no circumstances are the proceeds mingled with other money or paid into any overdrawn bank account but are at all times identifiable as SYSTEMATIC's money.

5.3.6 If the Customer has not received the proceeds of any such sale it will if called upon to do so by SYSTEMATIC assign to SYSTEMATIC within 7 days all rights against the person or persons by whom the proceeds are owed.

6. Patents and Copyrights

6.1 This condition states SYSTEMATIC's entire liability to the Customer arising from patent copyright or intellectual property right infringement and is subject to the Customer accepting the terms of any Software License Agreement required pursuant to sub-clause 7.4 of condition 7.

6.2 SYSTEMATIC warrants to the Customer:

6.2.1 That SYSTEMATIC either is the beneficial owner of any letters patent or copyright in the Goods or has the written permission of the owners of the letters patent or copyright in such Goods for their use by SYSTEMATIC and the Customer.

6.2.2 That neither the Goods nor their use shall infringe or violate any rights of any other party.

6.3 Subject to the provisions of this condition and to the Customer not being in breach of any other obligation under any Contract SYSTEMATIC shall indemnify the Customer against all costs, expenses, losses and damages occasioned to the Customer in consequence of any breach of these warranties or arising out of any claims alleging breach of these warranties and shall defend any proceedings in the Customer's name provided always that:

6.3.1 SYSTEMATIC is notified within 21 days in writing of any such claim and is given complete control of any information required for the defence of the same.

6.3.2 The Customer does not prejudice in any manner SYSTEMATIC's ability to defend such claim and

6.3.3 The alleged infringement or breach does not arise from the Customer's use of goods or any part of any Goods in conjunction with Equipment or Software obtained from third parties or as a result of any modifications made by the Customer or where goods or any part of any Goods have been used for a purpose for which they were not supplied or where all or any part of any Goods have been used otherwise than at the Location.

6.4 Where an injunction is granted against SYSTEMATIC's use of any Goods or any part thereof by reason of infringement of any patent or copyright or intellectual property right or where in the opinion of SYSTEMATIC any Goods or any part thereof are likely to become the subject of a claim for patent or copyright or intellectual property right infringement, SYSTEMATIC may at its option and expense either:

6.4.1 Procure for the Customer the right to continue using such Goods or any part thereof or

6.4.2 Replace or modify the same so that there is no infringement or

6.4.3 If neither of options 6.4.1 and 6.4.2 above is possible accept the return of such Goods and

6.4.4 Grant the Customer a credit equal to the value of such Goods taking into account depreciation.

7. The Software

7.1 Copyright and/or any intellectual property right in any Software and any other Software supplied by SYSTEMATIC in respect of any Equipment and copyright in all Documentation relating thereto (whether printed or stored magnetically) shall remain with SYSTEMATIC or (as the case may be) such third party who has permitted SYSTEMATIC to supply such items hereunder. In no circumstance shall copyright in such items pass or be deemed to pass to the Customer.

7.2 Any Software supplied by or on behalf of SYSTEMATIC in connection with any Contract which is specifically written or modified for use with Equipment supplied or specified under such Contract is to be used on such Equipment only and no part of such Software may be copied reproduced or utilised in any form or by any other means without the prior written approval of SYSTEMATIC.

7.3 If any Equipment Software or Documentation supplied hereunder is amended or modified SYSTEMATIC or other third party copyright and/or intellectual property rights in respect thereof shall continue to exist and shall extend to such modifications.

7.4 The Customer shall accept and when required sign a Software License Agreement in the form required by SYSTEMATIC or the supplier of the Software to SYSTEMATIC.

8. Confidentiality

8.1 Any Software and all information and know-how supplied by SYSTEMATIC under or in connection with the Contract are supplied on a confidential basis and the Customer shall maintain the confidentiality of the same and in particular will not without SYSTEMATIC's prior written consent:

8.1.1 Disclose any details of any Software or any Equipment or its method of operation to any third party.

8.1.2 Allow any use of the Equipment and/or the Software and/or the Documentation or any part thereof by any third party.

8.1.3 Give or lend to any third party any copy of any program or any other Software in whatever form or any copy of or any part of any operating manual or Documentation supplied by or on behalf of SYSTEMATIC.

8.1.4 Make or cause to be made any copy of any Equipment or any part thereof or

8.1.5 Make or cause to be made any copy of any Software or any other Software supplied by SYSTEMATIC to the Customer other than one copy for the purposes of security.

8.2 The Customer will further take all reasonable steps to ensure that:

8.2.1 No authorised person may take or remove from the Customer's possession any copy of any Software or of the documentation supplied by or on behalf of SYSTEMATIC.

8.2.2 Those persons who with the Customer's consent have access to any Goods are aware of the provisions of this clause.

9. Substitution and Modification

SYSTEMATIC reserves the right to make improvements substitutions and modifications in the specification of any item or items of Equipment or Software provided that such improvements substitutions or modifications will not materially affect the performance of such Equipment and Software.

10. Communications Equipment

If the Contract includes the supply or use of data communications equipment the Customer will obtain and produce to SYSTEMATIC any agreement required by the supplier of communication services to the Customer ("the Service") in regard to the connection of data communications equipment with apparatus belonging to the Service. The Customer will indemnify SYSTEMATIC against any breach of the Service regulations.

11. Warranty

11.1 Except as otherwise expressly stated herein SYSTEMATIC's sole warranty in respect of the Equipment comprised in any Contract is that on its installation it will perform in accordance with the manufacturer's specifications for such Equipment published at the date of the execution of the Contract.

11.2 In respect of the Software comprised in any Contract the sole warranty is that such Software will perform in accordance with the specification published by the manufacturer and that such Software is compatible with the Equipment (if any) comprised in such Contract.

12. Maintenance Service

12.1 Subject to the payment of the Maintenance Charge and to the provisions of any Maintenance Agreement made between SYSTEMATIC and the Customer the Maintenance Service comprises:

12.1.1 The repair of all mechanical and electronics failures in the Equipment in accordance with the manufacturer's standards and general working practice which occur notwithstanding that the Equipment is used in a normal and proper manner ("Remedial Maintenance").

12.1.2 The carrying out of preventative maintenance to the Equipment at the intervals set out in the quotation ("Preventative Maintenance").

12.1.3 The carrying out of modifications which SYSTEMATIC may from time to time consider necessary.

12.1.4 The supply of all replacement parts.

12.2 SYSTEMATIC will carry out its obligations in respect of the Maintenance Service during the hours 0900 to 1715 (Monday to Friday inclusive but excluding Public holidays). SYSTEMATIC engineers at the Location at 1715 may at their discretion and with the Customers agreement stay later to finish work in hand.

12.3 In the case of Remedial Maintenance the fault must be reported by the Customer specifying the equipment which has failed (including the manufacturer model and model number), the nature of the problem and any other symptom of the problem. When it is necessary to attend the Location SYSTEMATIC's engineer will respond

12.4 SYSTEMATIC's obligations under sub-clause 12.1 do not extend to:

12.4.1 The replacement or repair of:

(i) ribbons magnetic cards punch cards punch tapes cassettes diskettes disc cartridges, crt and LCD components

 (ii) magnetic read/write heads where discs of a type which require cleaning have not been cleaned professionally within 6 months prior to such head replacement or where damage to the read/write heads has been caused by the users discs having been subjected to shock damage or distortion,

(iii) panels and cabinets affected by wear and tear,

(iv) mains supply and clean line installation,

(v) regulators.

(vi) any consumable item

(vii) equipment declared obsolete by manufacturer and/or for which spare parts are no longer available

(viii) monitors with reduced display clarity due to age

(ix) monitors with reduced display capacity due to incompatibility with modern software or hardware

12.4.2 the rectification of failure resulting from:

(i) misuse of the Equipment, deliberate or accidental damage to the Equipment or from an Act of God,

(ii) the Customer not complying with reasonable recommendations made by SYSTEMATIC,

(iii) failure of the Customer's electricity supply to conform to the Electricity supplier's specification for mains supply,

(iv) failure by the Customer to maintain the environmental conditions specified by SYSTEMATIC,

(v) failure by the Customer to store stationery and magnetic media in accordance with SYSTEMATIC's instructions given from time to time,

(vi) failure by the Customer to keep the Equipment in the position in which it was installed,

(vii) the use of any of the Equipment in conjunction with any other equipment or supplies not the subject of this contract unless such use of other equipment or supplies has previously been approved in writing by SYSTEMATIC,

(viii) the modification or repair of any of the Equipment which has not been carried out by or with the approval of SYSTEMATIC,

(ix) electrostatic discharge through any Equipment arising in whole or in part from fabrics and materials of the premises,

(x) the use of any equipment other than in accordance with the manufacturer's instruction.

12.5 If the Customer requires other services in addition to the Maintenance Service SYSTEMATIC will use its reasonable endeavors to provide such services and will charge the Customer on a time and materials basis in accordance with SYSTEMATIC's then current charging rates/price list.

12.6 Any items loaned by SYSTEMATIC to the Customer remain the property of SYSTEMATIC. Any items removed from the Equipment after a replacement part has been provided become the property of SYSTEMATIC. Any item supplied as a replacement part during the course of a repair become the property of the Customer.

12.7 The Customer will provide SYSTEMATIC with details of all manufacturers' warranties given in respect of the Equipment and any Equipment which fails during a warranty period will be repaired in accordance with the Terms and Conditions of the warranty.

13. Maintenance Charge

13.1 The Maintenance Charge shall be paid on the dates and in the manner specified in the quotation/order.

13.2 The Maintenance Charge is based upon the Equipment being sited at the Location and SYSTEMATIC shall not be obliged to provide the Maintenance Service at any other location.

14. Force Majeure

SYSTEMATIC shall be relieved from liability under any Contract if and to the extent that it may become unable to carry out all or any of its obligations as a result of any event or matter beyond its reasonable control which occurs after the date of such Contract and which was not reasonably to be foreseen as likely to occur during the anticipated period for the performance of such Contract and/or if and to the extent that the performance of all SYSTEMATIC's obligations becomes materially more expensive or onerous as the result of any such event or matter. Where there is any shortage of Goods materials energy or labour SYSTEMATIC will Endeavour to allocate available resources fairly between one Customer and another. SYSTEMATIC's decision as to any such allocation shall be final and in so far as such allocation results in a shortfall or delay in the supply of Goods or Services such shortfall or delay shall be deemed to arise from matters beyond the control of SYSTEMATIC and SYSTEMATIC shall be relieved from liability accordingly.

15. Liability

15.1 The provisions of this condition reflect the insurance cover which SYSTEMATIC has effected. If the Customer seeks further protection against loss the Customer is advised to effect its own insurance.

15.2 SYSTEMATIC shall be liable without limit in amount for death or personal injury relating from SYSTEMATIC's "negligence" as defined in Section 1 of the Unfair Contract Terms Act 1977.

15.3 SYSTEMATIC shall be liable up to a maximum of £2,000,000 in the case of any one event or series of events in respect of damage caused by fire or explosion resulting from SYSTEMATIC's negligence as defined in sub-clause 15.2.

15.4 Subject always to the provisions of sub-clauses 15.1, 15.2 and 15.3 hereof SYSTEMATIC's liability (whether in contract tort or otherwise) arising out of any failure to perform its obligations contained in the Contract shall not exceed the Price of the Goods.

15.5 SYSTEMATIC shall not in any circumstances be liable to the Customer for any loss of profit by the Customer arising out of any failure by SYSTEMATIC to perform its obligations hereunder.

15.6 The Customer shall indemnify SYSTEMATIC in respect of:

15.6.1 Direct physical damage to any Equipment for so long as it remains the property of SYSTEMATIC and damage to any other SYSTEMATIC property on the Customer's premises arising other than that directly attributable to negligence by SYSTEMATIC or its servants or agents.

15.6.2 The Customer's liability for direct physical damage is limited to the invoiced value of any Goods damaged.

15.6.3 Direct physical injury to or death of any of SYSTEMATIC's servants or agents resulting from the negligence of the Customer or its agents or servants. Such liability shall be unlimited in amount.

16. Miscellaneous

16.1 No failure delay relaxation or indulgence on the part of SYSTEMATIC in exercising any power or right conferred upon it in any Contract shall operate as a waiver of such power or right nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or to the exercise of any other power or right.

16.2 The Customer shall not assign or purport to assign the benefit of all or any part of any Contract or any interest herein.

16.3 The Customer shall not make or seek to make any offer of employment or of consultancy work to any person who is for the time being  or in the past an employee or contractor or subcontractor of SYSTEMATIC or otherwise encourage such person to become their employee or consultant or contractor or subcontractor.  This shall apply to any company, organisation or other body connected to the Customer. This condition will remain in force for a period of 36 months from the date the Customer ceases to do business with SYSTEMATIC or the employee as described above leaves the employ of SYSTEMATIC.

16.4 Any notice given under any Contract by either party to the other must be in writing and may be effected by personal delivery fax or recorded delivery post and shall in the case of fax be deemed to be received on the same date as it was sent and if sent by recorded delivery post within 48 hours after the date of posting. Notices sent by post shall be sent to the addresses of the parties as set out above or if a substitute address is notified in writing to the other for such purpose after the date of this Contract then to such substituted address and all notices shall be marked for the attention of "The Managing Director".

16.5 All unwanted or replaced components removed from the Location by SYSTEMATIC prior to or upon the Completion Date subject to the Customer's consent shall thereafter be deemed to belong to SYSTEMATIC and SYSTEMATIC shall be deemed to hold good title thereto.

16.6 SYSTEMATIC reserves the right to formally vary these conditions by not less than 7 days notice in writing to the Customer. The Customer is entitled to reject any such variation which rejection must be in writing and served within 7 days of the original notice. If no rejection is received the Customer shall be conclusively deemed for all purposes to have accepted such variation.

16.7 In the event of any conflict between these conditions and any Software License/Support Agreement entered into between the Customer SYSTEMATIC and/or the supplier/manufacturer of the Software the terms of the Software Support/License Agreement shall prevail.

16.8 The customer agrees that SYSTEMATIC will not be responsible for the loss of customer data howsoever caused and SYSTEMATIC will not be held liable as a result of any loss financial or otherwise.

17. Termination

Without prejudice to any other provisions of the Contract, the Contract may be terminated:

17.1 Forthwith by either party if the other party is in fundamental breach of the Contract and fails to remedy such breach within 14 days.

17.2 By either party giving 3 months' notice in writing to the other.

17.3 SYSTEMATIC will be entitled to terminate any Contract it has with the Customer (without prejudice to any claims which it may have in respect of such Contract) if the Customer is in breach of any other agreement with SYSTEMATIC and has failed to remedy such breach in accordance with the terms of that Contract or if the Customer shall have a receiver appointed of the whole or any part of its assets or if a petition is presented an order is made or a resolution is passed for the winding up of the Customer (otherwise than for the purpose of reconstruction and amalgamation) or if the Customer shall convene a meeting of and propose or enter into any agreement with its creditors.

18. Jurisdiction

Any Contract shall be governed by and construed in accordance with English Law and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

I have read and agree to the above Terms and Conditions of Business. I am authorised to sign on behalf of the Company named below.

…………………………………. for and on behalf of ……………………………..….

Print Name

……………………………… ………………………….. ……………. ………………..

Date