Terms & Conditions

These General Terms and Conditions shall apply to the whole of the Agreement.

1 INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply to the Agreement:

“Affiliate” includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party. “Agreement” means the agreement between THCS and the Customer consisting of each part of this agreement and the Proposal.

“Contract Year” means a 12-month period ending on each anniversary of the Effective Date.

“Deliverables” means all products and materials developed by THCS in relation to the Services in any media, including, without limitation, computer programs, data, diagrams, reports and specifications (including drafts); and

“Documentation” means the document made available to the Customer by THCS or the Owner from time to time which sets out a description of the Software and its functionality “Effective Date” means the commencement date of the Agreement set out on the Proposal and or quotation.

“Technical Services” means those services provided by THCS identified as technical services (and which can include design, analysis, programming and consultancy services) which are detailed in the Proposal.

“First Line Support” has the meaning given to it in clause 2.1 of Part 2.

“General Terms and Conditions” means these general terms and conditions as set out in Part 1.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

“Owner” means the company identified on the Proposal as the original developer or permitted supplier to THCS.

“Owner’s Terms” means the terms on which the Owner licences the Software to the Customer and (if applicable) provides additional support services directly to the Customer.

“Proposal” means the document identified as the proposal or quotation prepared by THCS relating to this Agreement which may be set out in proposal or quotation document, the project brief or via email.

“Services” means the services that THCS will provide to the Customer being either the Software Services and/or the Technical Services.

“Service Terms and Conditions” means the terms and conditions set out in Part 2 of this Agreement.

“Software” means the software application programs identified in the Proposal and which is or are licensed to the Customer on the Owner’s Terms.

“Software Services” means those services identified as such in the Proposal which can include some or all of the following: First Line Support; customisation, configuration and such other Software related services as specified in the Proposal and or quotation.

“Standard Support Hours” means 8.00 am to 5.00 pm UK time Monday to Thursday and 8.00 am to 4.00pm UK time Friday, except on days which are public holidays in England.

“THCS” means Tim Hall Consulting Services Limited, a company registered in England and Wales with company number 8510776 whose registered office is located at 252 Upton Road, Ryde, PO33 3JG.

1.2 Unless the context otherwise requires:

1.2.1 words in the singular shall include the plural and in the plural shall include the singular;

1.2.2 any words following the terms “including,” “include,” “in particular,” “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3 Holding company and subsidiary mean a “holding company” and “subsidiary” as defined in section 1159 of the Companies Act 2006.

1.4 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

2 STATUS OF AGREEMENT & CONFLICT

2.1 THCS has been appointed by the Owner to act as the Owner’s authorised distributor of the Software. This Agreement sets out the contractual terms between THCS and the Customer for the purchase of the Software (subject to clause 2.2) and if applicable the provisions of Services.

2.2 If there is a conflict between the Owner’s Terms and the terms of this Agreement to the extent that it relates to the Software, the Owner’s Terms shall prevail.

2.3 Subject to clause 2.2, if there is any inconsistency between the various constituent parts of this Agreement the order of precedence in the event of conflict shall be as follows: General Terms and Conditions; Service Terms and Conditions; the Proposal.

2.4 This Agreement shall prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order or specification or implied by law, trade custom, practice or course of dealing.

2.5 THCS shall use reasonable endeavours to meet any performance dates specified in this Agreement but any such dates shall be estimates only and time shall

3 PAYMENT

3.1 Unless otherwise specified in the Proposal, all amounts of money referred to in this Agreement shall be payable in GBP Sterling exclusive of UK value added tax or any other taxes, duties and levies, all of which shall be payable by the Customer.

3.2 Unless otherwise specified in the Proposal, all amounts due under this Agreement shall be paid by the Customer to THCS in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

3.3 THCS shall be entitled to submit invoices to the Customer:

3.3.1 as set out in the Proposal including any invoice schedule or milestones if defined; or

3.3.2 if the Proposal does not contain an invoice schedule or milestones, monthly in arrears based on the proportion of the Services completed up to the date of invoice.

Registered in England and Wales 8510776