Terms Of Business

1. Definitions – The following definitions will apply to these terms and conditions of business: 1.1 ‘comply with’ includes observe and perform.

1.2 ‘Confidential Information’ means the Client’s secrets or confidential information and extends to all knowledge and information relating to the Client’s business, organisation, finances, processes, specifications and technology.

1.3 ‘Client’s Requirements’ means the Client’s requirements and specifications for the Engagement. 1.4 ‘parties’ means the parties to this agreement and where the context permits includes their successors

1.5 ‘Engagement’ means the agreed services, work program or analysis arranged commissioned or requested by the client.

1.6 ‘Rights’ means all rights to any intellectual property acquired or developed in respect of the Client’s Requirements (whether or not registered or capable of registration) including but not limited to designs, trade marks, copyright and patents.

2. Commencement and termination – This agreement starts on receipt of the Client’s instructions by SMS and shall remain in force until the Engagement is completed, unless terminated earlier under conditions 14 and 15 below

3. Other businesses – SMS may have a financial interest in or advise or act as consultant to any business even if it is in competition with the Client. SMS will take all reasonable steps to preserve the confidentiality of any proprietary information and/or trade secret disclosed by the Client. Proprietary information furnished by the Client shall remain the sole property of the Client. 6. Quality standards – Other than as implied by Law, no warranty or guarantee is offered on the Engagement

4. Liability – The total liability which SMS shall owe to the Client in respect of all claims arising in connection with the performance of the Engagement (whether in contract, tort or otherwise) shall not exceed the total fees charged by SMS for the Engagement and paid by the Client. SMS shall not be liable to the Client for any Consequential Loss.

5. Capacity – SMS will operate as consultants to the Client under this Agreement and not as employees or partners of the Client.

6. Security – The Client will be responsible for the safety and security of the data and other components of the Engagement once it has been delivered to the Client’s site and will indemnify SMS against all losses caused by wear and tear, fire, theft, vandalism, damp and adverse weather conditions. SMS shall be responsible for such security whilst such items are in its possession. Items transported by post or by courier will be insured by the sender and at the sender’s expense.

7. Copyright – The ownership of and sole rights to obtain copyright, design rights, patents or registration of or in any designs or processes in the Engagement supplied by SMS to the Client on the instructions of the Client shall be vested in the Client from the date of delivery by SMS to the Client of the Engagement and the Client may effect and be responsible for the registration and other protection of the Engagement as it thinks fit.

8. Confidential Information – SMS shall both during this agreement and after its termination keep confidential and not (except as authorised or required for the purposes of this agreement) use or disclose or attempt to use or disclose any of the Confidential Information except to those of its employees, agents or representatives who need to have access to it for the performance of their duties. SMS will not copy or reproduce the Confidential Information in any manner or form without the Client’s prior written consent. All copies, in any form, of the Confidential Information will be returned to the Client if so requested at the termination of this agreement.

9. Fees Time for payment of invoices shall be 30 days from the date of the invoice unless otherwise agreed. If payment of any invoice is not made within 60 days of the invoice date, SMS shall be entitled, without prejudice to any other rights that it may have, to charge the Client interest accruing on the sum due to SMS at the rate of 3% above the base rate of Cooperative Bank pic until all sums due are paid in full.

10. Termination by the Client – The Client may by written notice terminate this agreement or suspend the performance of all or any of its obligations under it immediately and without liability for compensation or damages if: SMS is made subject to any winding up proceedings (other than for reasons of amalgamation or reconstruction); SMS is unable or prevented from carrying out their duties under this agreement through any other cause beyond their control for any period or periods exceeding a total of six weeks in any period of six months; SMS is guilty of any act which brings the Client into disrepute or which in the Client’s reasonable opinion is prejudicial to its interests.

11. Termination by SMS – SMS may terminate this agreement or suspend the performance of all or any of their obligations under it after fourteen days written notice and without liability for compensation or damages if: The Client fails to comply with any of its obligations under this agreement or any agreement or deed supplemental to it and the failure (if capable of being remedied) remains un-remedied for seven days after being called to their attention by written notice from SMS; the Client has dealings with SMS’s subcontractors concerning the Engagement without SMS’s consent; the Client is guilty of any act which brings SMS into disrepute or which in the reasonable opinion of SMS is prejudicial to its interests.

12. No waiver – Either party may release or compromise the liability of the other under this agreement or grant to the other time or other indulgence without affecting the other’s liability.

13. Entire understanding – This agreement embodies the entire understanding of the parties in respect of the matters contained or referred to in it and there are no promises, terms, conditions or obligations oral or written, express or implied other than those contained in this agreement.

14. Variation – No variation or amendment of this agreement or oral commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.

15. Prior agreements – This agreement is in substitution for all previous contracts (except those referred to on page 1 of this agreement) express or implied between the Client and SMS which shall be terminated by mutual consent from the Commencement Date. 21. Law and jurisdiction – This agreement shall be governed by English law

16. Any notice given under this agreement shall be in writing and may be served: personally, by registered or recorded delivery mail, by facsimile transmission (the latter confirmed by post); Each party’s address for the service of notice shall be the address set out above or such other address as is specified by notice to the other. A notice shall be deemed to have been served: if it was served in person, at the time of service; if it was served by post, 48 hours after it was posted; and if it was served by facsimile transmission, at the time of transmission.