Terms & Conditions – Likin'IT!..

Contract Terms and Conditions.

1.1. These terms and conditions set out standard terms under which Likin’IT!.. Ltd and its authorised Service Provider(s) will provide the Services to the Customer and forms part of the Agreement.

1.2. The definitions and interpretative provisions in Section D apply to this agreement.

1.3. In the event of any inconsistency between the terms of any of the documents constituting the Agreement, the parties agree that the following order of precedence shall apply:

(a) the terms and conditions;

(b) Contract Amendment, if any;

(d) the Purchase Order.

Provision of Services.
2.1. The Service Provider agrees to supply, and the Customer agrees to purchase from the Service Provider, the Services in accordance with the Agreement.

2.2. The Service Provider will provide a written quotation for any Products or Services ordered under the Agreement. The quotation will include reference to the Agreement Number and a revised copy of Section B.

2.3. The Service Provider shall only perform the Services upon receipt of an authorised Purchase Order stating the Agreement Number, quotation number, a description of the Services and the cost of such services.

2.4. When the Service Provider is asked to undertake work or provide a Service or Product which is outside of the scope of this Agreement or is a chargeable part of the Agreement, the Service Provider shall only undertake such a request when it has received an authorised Purchase Order from the Customer in writing confirming that the Service Provider can proceed at the quoted price.

2.5. Any additional hardware purchases made by the Customer from the Service Provider during the life of the contract must be purchased with a level of Cover. The Cover for the additional hardware will be then be invoiced to the customer on a pro rata basis.

Formation of Contract.
3.1. An Agreement will be created only when the Customer signs Section 4 and thereby agrees to be bound by these terms and conditions to the exclusion of all other terms and conditions.

3.2. The Agreement may be modified, replaced or revised only by means of a formal written Contract Amendment and signed by an authorised representative of each party.

Charges and Payment.
4.1. The Customer will pay the Charges to the Service Provider without deduction set-off or counterclaim. The parties acknowledge and agree that any variation to a Service may cause an increase in the Charges.

4.2. The Charges will include all customs charges, duties, taxes and/or levies payable upon importation of any Deliverables into any country within the European Union but exclude any Value Added Tax or equivalent sales tax levied in respect of the Services or Deliverables which shall be payable by the Customer at the applicable rate and in the manner prescribed by law.

4.3. In addition to the Charges the Customer agrees to pay the Services Providers expenses as set out in Section B. Where no expenses are set out in Section B, the Customer will pay all the reasonable expenses incurred by the Service Provider in the provision of the Services provided that such expenses incurred are consistent with the Customers expense policies and practices for its employees, unless agreed otherwise. The Service Provider will provide all receipts and other documentation required by the Customer evidencing such expenses.

4.4. The Charges shall be due and invoiced in accordance with Section B and shall be payable by the Customer up to 30 days after the receipt of a properly constituted VAT invoice. Late payment will bear interest at the rate of 4% above the base rate of Nat West plc, from time to time, from the due date until the date fully payment is received.

Delivery terms, risk and title.
5.1. Delivery of any Deliverables shall be upon Delivery Duty Paid terms and in accordance with Incoterms 2000 published by the International Chamber of Commerce.

5.2. Services will be delivered in accordance with the Target Response criteria.

5.3. Title and risk in all Deliverables shall pass to the Customer upon acceptance of such Deliverables under Clause 5 or payment for such Deliverables (whichever is the later). The Service Provider shall do all such things and execute any documents necessary to give effect to this Clause 5.3.

Acceptance of Deliverables.
6.1. The Deliverables are subject to acceptance by the Customer in accordance with this Clause 6.

6.2. The Customer will be deemed to have accepted the Deliverables and/or the Services upon signature of the Service and Site Visit Report.

6.3. Rejection of the Deliverables and/ or Services can only be made where the rejection is due to the Deliverables and/or Service not being in accordance with its Specification.

Personnel.
7.1. Whilst on Site the Service Provider will comply and will procure that its personnel, agents and contractors shall comply with any and all confidentiality and security requirements and shall at all times comply with any applicable health and safety legislation and any other relevant rules and regulations (including without limitation those governing the Customers own staff or contractors) in each case as the same are in force from time to time and are notified to the Service Provider.

7.2. The Customer may without notice reasonably refuse access by the Service Providers personnel, agents or contractors to any Site if the Customer reasonably believes that such persons represent a threat to confidentiality or security or would be in breach of any relevant rules and regulations (including without limitation those governing the Customer’s own staff or contractors) in each case as the same are in force from time to time and are notified to the Service Provider.

7.3. The Service Provider shall ensure that the Services are performed by qualified personnel and in accordance with the provisions of Section C.

Site information and safety.
8.1. At the Service Providers request the Customer shall afford the Service Provider access to the Site for the purpose of performing its obligations under the Agreement during the Customers normal working hours and otherwise on seventy-two hours advance notice by the Service Provider, except that if the Service Provider requires access to the Site on a Saturday, Sunday or a bank or public holiday advance notice shall be given by the Service Provider not later than 16.00 hrs on the immediately preceding Thursday, unless otherwise agreed by the parties. The Service Provider shall not be liable under the Agreement for any late delivery of any of the Deliverables due to the Customers unreasonable failure to allow the Service Provider access to the Site when reasonably requested by the Service Provider to enable it to carry out its obligations under the Contract.

8.2. The Service Provider shall notify the Customer and any approved sub-contractors of any health and safety hazards which may arise in connection with the performance of its obligations under the Agreement.

Project plan and progress.
9.1. The Service Provider shall perform the Services in a timely and prompt manner so as to complete the Services as soon as reasonably possible.

9.2. The Service Provider shall report to the Customer regularly on the progress of its performance of the Services.

Force Majeure.
10.1. Neither Party shall be deemed in default or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with the Agreement due to any causes beyond its reasonable control, which causes include, but are not limited to: acts of God, or the public enemy; riots and insurrection; war; accidents; fire; strikes and other labour difficulties, which are not within the parties control and which affect the supply of non-substitutable goods; embargoes; judicial, government or regulatory authority action; and acts of civil or military authority (“Force Majeure”). Furthermore the failure or delay by the Service Providers agents sub-contractors or suppliers shall not relieve the Service Provider from liability for delay or failure to properly perform its obligations under the Agreement except where the agent, sub-contractors or supplier would be relieved from its liability to the Customer pursuant to this Clause if it were a party to the Agreement. A Party affected by any of the foregoing shall immediately notify the other Party of its occurrence and if possible, shall use reasonable endeavours to mitigate the effect of Force Majeure.

10.2. In the event that either Party shall be prevented from material performance of its obligations under this clause for a continuous period of more than 60 (sixty) working days the other Party shall have the right to terminate the Agreement by notice in writing. Neither party will have any liability to the other in respect of termination of this agreement due to Force Majeure, rights and liabilities which have accrued prior to termination will subsist.

Service Monitoring and Reports.
11.1. Performance against Services provided under this Agreement will be regularly monitored and reports produced in accordance with the Service Statistics, and provided to the customer upon request.

11.1.1.1. The Customer shall escalate unresolved problems to its own senior management as necessary in order that they may assist in resolution of the problem and similar in respect of Service Provider. 11.1.1.2. If, due to Service Providers default, the Customer suffers loss, without prejudice to Customers other rights and remedies, it shall be entitled to the remedies set out in Section C, if any.

Warranties.
12.1. Subject to the provisions of clause 12.3 the Service Provider warrants to the Customer that:

(a) it has the power, authority and ability, and has obtained all necessary consents to enter into the Agreement;

(b) it will perform its obligations under the Agreement exercising reasonable skill and care in

accordance with accepted industry standards, its own internal procedures and in accordance with Section C;

(d) the Services and Deliverables will fully comply with the descriptions in Section C and any agreed Specification;

(e) the Customers use or possession of any Deliverables and receipt of the Services will not infringe the rights (including Intellectual Property rights) of any third party;

(f) all Documentation will provide adequate instructions to enable the Customer to make full use of the Deliverables and Services;

(g) proper use of any Deliverables will not contravene any relevant laws, regulations or codes of practice;

(k) it has used the most up to date virus checker to ensure that software is free from viruses prior to delivery of such software to the Customer;

(l) the Service Provider shall achieve the agreed service levels, if any, set out in Section C.

12.2. The Customer warrants to the Service Provider that:

(a) it has the power, authority and ability, and has obtained all necessary consents to enter into the Agreement; it undertakes to comply with all the Customer responsibilities described in Section C and to provide all reasonable assistance to enable the Service Provider to perform the Services.

(b) its will nominate a skilled and qualified Authorised User, who will be aware of the needs of the Customer and be able to contribute to regular review meetings;

(d) be solely responsible for all issues concerning software licensing in relation to the Services and shall supply copies of software licence agreements to the Service Provider if requested.

12.3. The Service Provider will not be liable for a breach of warranty where the Services and Deliverables cannot be delivered and/or complied with or where support for the Services and Deliverables cannot be provided where:

(a) the manufacturer of a product provided under this agreement has withdrawn such product from the market or has discontinued supplying the product and or its support for that product to the Service Provider (for whatever reason) and the Customer has failed to acquire and install or make arrangements for the installation of the alternative product suggested by the Service Provider, where an alternative is available through the Service Provider; and (b) the Customer has failed to acquire and install or make arrangement for the installation of a new version of a product following notification from the Service Provider that such new version is available and that it will no longer provide support for previous versions of such product;

(c) the supplier of any software or other product to be provided as part of this agreement has terminated its agreement with the Service Provider (for whatever reason) and the Customer has failed to acquire and install or make arrangements for the installation of the alternative product suggested by the Service Provider, where an alternative is available through the Service Provider.

Liability and insurance.
13.1. Neither party excludes liability for personal injury or death resulting from its negligence or liability for fraud.

13.2. If the Service Provider releases or recommends an alternative product pursuant to clause 13.2(a) or the use of a new version of a products pursuant to clause 12.2(b) and the Customer decides not to acquire and install such alternative product or new version then such decision will not give rise to any right to terminate this agreement nor will it result in any adverse effect on the Services, Deliverables or the performance of the Service Provider under this agreement and the Service Provider excludes all liability for direct, indirect and consequential losses as a result of such decision.

13.3. Subject to Clause 14.1 and 14.2, neither Party shall be liable to the other in contract, tort (including negligence) or otherwise for any indirect loss of profits, business, contracts, orders, revenue, goodwill or anticipated savings or for any special or consequential loss or damage.

13.4. Subject to Clauses 14.1, 14.2 and 14.3, the Customers aggregate and total liability under the Agreement to the Service Provider in contract, tort (including negligence) or otherwise shall be limited as follows:

(a) where the liability is non-payment of the Charges and/or sums otherwise lawfully payable to the Service Provider under this Agreement, the amount unpaid plus interest;

(b) where the liability is damage to the Service Providers property, £1,000,000 per event or series of related events;

(c) for any other type of liability, 100% (one hundred per cent) of the Charges applicable as at the date liability arose.

13.5. Subject to Clauses 14.1 and 14.2, the Service Providers aggregate and total liability under the Agreement to the Customer in contract, tort (including negligence) or otherwise shall be limited as follows:-

(a) in relation to damage to the Customers tangible property or equipment, £1,000,000 per event or series of related events;

(b) for any other type of liability, 125% (one hundred and twenty five percent) of the Charges.

13.6. The Service Provider shall at all times whether during the lifetime of the Agreement or otherwise take out and maintain adequate insurance cover with a reputable insurance company against the liability described in the Agreement, together with adequate professional indemnity insurance or any other relevant insurance cover to the extent such liabilities are insurable. If requested by the Customer, the Service Provider shall provide the Customer with proof of such insurance cover and confirmation of the payment of premiums for such cover.

13.7. The Customer may terminate the Agreement at any time and for any reason by giving 12 months written notice to the Service Provider.

13.8. Each Party may terminate the Agreement with immediate effect by notice in writing to the other if:

(a) the other party suffers an Insolvency Event; or

(b) the other party is in default and either:

(i) the default is capable of remedy and the defaulting party has failed to remedy the default within 30 days of written notice specifying the default and requiring its remedy; or

(ii) the default is not capable of remedy.

(c) there is a change of control, of the other party, as defined by Section 416 of the Income and Corporation Taxes Act 1988.

Consequences of termination.
14.1. In the event of any termination of the Agreement by the Customer under Clause 15.2 the Customer shall be entitled to continue work either by itself or by contracting to a third party to complete the provision of the Services. The Service Provider shall if so required by the Customer to the extent allowable by such agreements, within 14 (fourteen) calendar days of the date of termination assign to the Customer free of charge the benefit of any agreement for supply of materials or goods and/or execution of any work for the purposes of the Agreement so as to enable the Customer and/or its subcontractor to complete the provision of the Services (and where such agreements do not allow for such assignment use its reasonable endeavours to procure the assignment at the Customers cost).

14.2. On termination (or expiry) of the Agreement, the Service Provider shall immediately remove all its facilities and tools and make good any damage (except normal wear and tear) to the Site in doing so.

14.3. The provisions of the following Clauses shall survive termination (or expiry) of the Contract and shall continue in full force and effect: 5.3, 7, 11, 13, 14, 17, 18, 19, this Clause and Section D.

14.4. Termination of the Agreement shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either party.

Intellectual Property Rights.
15.1. All Intellectual Property owned by the Customer prior to the Effective Date, whether or not used in connection with this Agreement will remain the property of the Customer.

15.2. Any Intellectual Property created on or after the Effective Date as a result of the performance of the Agreement including any Intellectual Property subsisting in any documentation or diagrams in whatever medium will be the property of the Service Provider unless agreed otherwise in writing.

15.3. The Service Provider shall at all times fully and effectively indemnify the Customer and hold the Customer harmless against any and all claims, actions, costs (including reasonable legal costs), damages, losses, expenses, liabilities and demands suffered or incurred by any of them as a result of any third party alleging that the Customers use or possession of the Deliverables or provision of the Services infringes the third partyʼs Intellectual Property (“Infringement Claim”) provided that the Customer shall give the Service Provider the option of defending any such claim and shall provide all reasonable assistance to the Service Provider for that purpose on the condition that the Customer is fully consulted about all material issues of conduct of any such action and is fully indemnified as described above.

15.4. Each party shall immediately notify the other as soon as it anticipates any such Infringement Claim being made.

15.5. In the event that the Service Provider provides the Customer with notice of an actual or potential Infringement Claim or the Customer is advised by legal counsel that their use or possession of any Deliverables or performance of the Services constitutes such an infringement, the Service Provider shall immediately upon notice and without further charge to the Customer at the Service Providers sole option:

(a) procure for the Customer the right to continue using, taking or possessing the Deliverables and/or Services; or

(b) replace or modify the same so that they become non-infringing provided that such amendment or modification does not adversely affect the Deliverables and/or Services compliance with Section C or their fit or form or disrupt the Customers business.

Confidential Information.
16.1. Each party hereby undertakes:

(a) to keep and procure that its directors, employees and agents keep in strict confidence and in safe custody all Confidential Information communicated to it by or acquired from the other party;

(b) not to use any Confidential Information for any reason other than for the purposes of the Agreement;

(c) not to make copies of documents containing Confidential Information or record Confidential Information other than for the purpose of the Agreement; and

(d) to limit access to Confidential Information to those of its employees agents and directors who reasonably and necessarily require such Confidential Information for the purpose of the Agreement, to inform each such employee, agent and director of the foregoing restrictions as to confidentiality, disclosure and use of such Confidential Information and to ensure that each such employee, director, agent and contractor shall observe such restrictions and, in the case of each such agent and contractor shall procure that its employees and directors observe such restrictions; and

(e) not without the prior consent in writing of the other party to release any press statement or issue any other publicity regarding the arrangements which may exist between the parties and not to disclose to any third party the identity of the other party.

16.2. The provisions of this Clause 18 shall not apply to Confidential Information:

(a) which the receiving party can prove to the other party’s reasonable satisfaction was in its

possession at the time of receipt or disclosure and was not acquired either directly or indirectly from the other party;

(b) which has come into the public domain through no fault of the receiving party;

(d) where the other party has given prior express written authorisation for such disclosure or use by the receiving party; or

(e) which is required to be disclosed by court order or statutory obligation provided that the receiving party notifies the disclosing party of the existence of any such legal requirement in writing in advance of disclosure and the receiving party uses its best endeavours to resist disclosure to the extent legally permissible.

16.3. The provisions relating to confidentiality contained in this Clause 18 shall remain in force for a period of one year from the date of any termination or expiry of the Agreement.

16.4. The Service Provider undertakes that neither it nor its servants, agents or sub-contractors shall advertise the appointment of the Service Provider under the Agreement or its sub-contractors or the terms of the Agreement, without the prior approval in writing of the Customer. All material relating to the Agreement which is intended for publication in any form by the Service Provider or any sub-contractors must first be submitted to the Customer for approval, such approval not to be unreasonable or withheld.

16.5. If any provision of the Agreement is held to be invalid under any applicable statute or rule of law, it will not affect or impair the legality or enforceability of any other provision of the agreement in the jurisdiction where it is found to be illegal or in any other jurisdiction.

Miscellaneous.
17.1. The Agreement shall be governed by and construed in accordance with the Laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts save in respect of Clauses 17 (Intellectual Property) and 18 (confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts.

17.2. All disputes between parties to the Agreement shall be referred, by either party, for resolution in accordance with the escalation procedure set out in clause 12.

17.3. The Service Provider shall be entitled to assign or notate the Contract or any of its rights or obligations under the Agreement upon notice to the Customer.

17.4. the Customer shall be entitled to assign or notate the Agreement or any of its rights or obligations under the Agreement upon notice to the Service Provider.

17.5. Nothing in this agreement creates a partnership or establishes a relationship of principal and agent or any other fiduciary relationship between the parties.

17.6. This agreement and any other documents referred to in it constitutes the entire agreement between the parties and any prior agreements between the parties relating to the subject matter of the Agreement are terminated and of no further effect without liability on the part of either party.