Terms of Supply

1 Definitions

In these terms the following words and phrases have the following meanings:

“Additional Services”

means services to be provided by INFOLOGIC upon the Customer’s written request in addition to the Services

“Contract”

means these terms and the order details in the Quotation

“Customer”

means the party to which INFOLOGIC will supply the System and/ or Services

“Hardware”

means any computer hardware or other tangible goods to be supplied under the Contract

“Hardware Maintenance”

means the INFOLOGIC services specified in clause 4

“IP Right”

means any copyright, patent, registered design, trademark or other intellectual property right of whatever nature subsisting anywhere in the world

“Quotation”

means the Quotation which accompanies these terms including, without limitation, any written specification attached

“Location”

means the Customer’s branches and offices at which the System is to be installed pursuant to the Contract and shall (where the context permits) include any other location as the Customer may use from time to time

“Services”

means services to be provided by INFOLOGIC to the Customer including, without limitation, Hardware Maintenance and Support Services

“Software”

means the software to be supplied to the Customer as part of the Contract

“INFOLOGIC”

means Infologic IT Limited (registered number 03915407)

“Support Services”

means INFOLOGIC services specified pursuant to clause 6

“System”

means the Hardware and/or Software supplied to the Customer under the Contract and any System Documentation

“System Documentation”

means the specifications, user instructions and other System literature supplied to the Customer

2 Agreement

2.1 INFOLOGIC agrees to supply to the Customer the System and Services as specified in the Contract

2.2 The Contract terms override any other written or verbal discussions or agreements between the parties

2.3 INFOLOGIC shall not be bound by any order unless confirmed in writing by any media

3 Hardware Supply

3.1 INFOLOGIC will supply Hardware to the Customer in accordance with the Quotation

3.2 The Customer shall ensure that all necessary preparation of the Location has been completed at least 3 working days prior to the scheduled date of installation of the System. The Customer shall at its own expense provide necessary telecommunication facilities. If INFOLOGIC is unable to complete installation (including configuration) of the System due to a failure by the Customer the Customer shall bear INFOLOGIC’s reasonable costs incurred and INFOLOGIC shall not be liable to the Customer for delay in completing Hardware installation

3.3 Unless otherwise agreed in writing INFOLOGIC shall not be responsible for any site survey of the Location or to provide dimensions of any component within the System

3.4 INFOLOGIC gives no warranty in respect of Hardware but will use best endeavours to pass to the Customer the benefit of any manufacturer’s Hardware warranty.

4 Hardware Maintenance

4.1 If the Quotation specifies that INFOLOGIC will provide Hardware Maintenance at the Location in respect of the Hardware, the applicable period(s) and maintenance fee shall be as specified in the Quotation

4.2 Hardware Maintenance shall include all necessary repairs and the supply and fitting of replacement parts except print heads and consumable supplies. Replaced parts become INFOLOGIC property upon removal

4.3 In the event that Hardware:

4.3.1 is or has been used in connection with any hardware, software or consumables not supplied or approved in writing by INFOLOGIC; or

4.3.2 has at any time been maintained, altered, modified or adjusted by persons other than INFOLOGIC or its employees or agent; or

4.3.3 requires maintenance or an increase in normal maintenance service time by reason of the fault or negligence of the Customer, its employees or agents, or for any other reason other than normal use

then INFOLOGIC may in its sole discretion it repairs or replaces the Equipment to levy such additional charge as INFOLOGIC shall deem appropriate.

4.4 The Customer shall:

4.4.1 maintain a current backup copy of software and Customer data in case of loss during the performance of the Maintenance Services;

4.4.2 ensure that Hardware is installed in a suitable environment with necessary facilities;

4.4.3 use the Hardware only in accordance with published specifications and INFOLOGIC directions and permit only trained and competent personnel to use Hardware;

4.4.4 notify INFOLOGIC immediately where Hardware does not operate correctly;

4.4.5 permit INFOLOGIC full access to Hardware and provide adequate working space and skilled staff support and, at the Customer’s expense, reasonably necessary telecommunication facilities. Should INFOLOGIC be delayed in gaining access to Hardware INFOLOGIC may levy supplementary charges;

4.4.6 establish a single authority for placing fault requests for Hardware Maintenance and notifying INFOLOGIC of any movements of Hardware. If at its discretion INFOLOGIC responds to an unauthorised Customer representative it may levy supplementary charges;

4.4.7 not store or use the Hardware except at the Location without INFOLOGIC’s prior written consent and all INFOLOGIC assistance required in such relocation will be Additional Services

4.5 Hardware Maintenance fees are payable in advance upon commencement of the period concerned and any charges for Additional Services or additional INFOLOGIC costs are payable within 30 days of invoice date

5 Software Licences and Maintenance

5.1 INFOLOGIC will supply to the Customer the Software and any related System Documentation comprised in the System, provided that the Customer is responsible to formalise at its own cost all licenses required to use the Software (and any escrow arrangements) direct with the proprietor and to ensure that the Software licence is satisfactory for its purposes

5.2 The Customer shall be responsible to liaise direct with the proprietor of Software in respect of the provision of future upgrades and other Software maintenance services

6 Remote Hardware and Software Support Services

6.1 If specified in the Quotation INFOLOGIC shall provide remote Hardware and/ or Software Support Services such services shall be as detailed below and/ or in the Quotation and/ or any specification attached thereto

6.2 INFOLOGIC may assign such personnel whom they consider appropriate to perform Support Services.

6.3 Unless agreed in writing INFOLOGIC does not give any representation or warranty as to results which will be achieved from the Support Services

6.4 If the Customer has reasonable cause for dissatisfaction with any part of the Support Services provided, INFOLOGIC will at its option repeat in a satisfactory manner all or part of the Support Services complained of or make a proportionate reduction of its fee based upon the unsatisfactory amount of work undertaken

6.5 The Customer agrees to provide INFOLOGIC without charge all necessary computer time, resources, accommodation, skilled staff and telecommunications as necessary to enable the prompt and efficient delivery of Support Services

6.6 Support Services will comprise remote telephone diagnosis and support and will be available between 9 a.m. and 5.30 p.m. Mondays to Fridays

7 Termination and Suspension

7.1 Either party may terminate this Contract as a whole in the event that the other party enters into a voluntary arrangement with its creditors or (being an individual) is the subject of a bankruptcy order or (being a partnership, company or other body) enters into any formal proceedings (or anything analogous) for its administration, receivership, winding-up or liquidation (except for the purpose of amalgamation or a solvent reconstruction) or otherwise ceases to trade

7.2 INFOLOGIC shall be entitled to terminate the Contract as a whole in the event that any payment due from the Customer hereunder is not (in the absence of genuine error or dispute) made upon the due date

7.3 Without prejudice to clause 7.2 either party shall be entitled to terminate a supply of any part of the System or any Services hereunder in the event that the other party is in substantial breach of its obligations and has failed to take all reasonable steps to remedy such breach within 30 days of a notice requiring such remedy

7.4 Any termination of the Contract shall be without prejudice to the remedies of either party in respect of a subsisting breach

7.5 Where INFOLOGIC terminates this Contract including any Hardware Maintenance as a result of a breach of the Contract by the Customer INFOLOGIC shall be entitled to retain all relevant fees paid in advance for Services

8 Data Protection

8.1 Without prejudice to clause 10 each party warrants to the other that it shall comply with the provisions of applicable data protection legislation and shall indemnify the other party against any liability which it may sustain due to a breach of this clause

9 Liability

9.1 The aggregate liability of INFOLOGIC whether for damages, payments of compensation or by way of indemnity or of any nature howsoever arising under or in relation to the Contract (including as a result of negligence) shall in relation to any matters in respect of which INFOLOGIC is required to maintain insurance hereunder be limited to £1,000,000 (One Million Pounds)

9.2 The aggregate liability of INFOLOGIC, whether for damages, payments of compensation or by way of indemnity or of any nature howsoever arising under or in relation to the Contract (including as a result of negligence) shall in relation to those matters in respect of which INFOLOGIC is not required to maintain insurance hereunder be limited to the aggregate payments made by the Customer in respect of the part of the System or the Services or Additional Services in respect of which the liability has arisen

9.3 In no event shall either party be liable to the other party in respect of loss of profits, business, revenue, goodwill or anticipated savings or indirect or consequential loss or damage (whether caused by negligence or otherwise)

9.4 Whilst the Contract subsists INFOLOGIC shall maintain in force with a reputable insurance company or companies insurance cover in respect of public liability and product liability adequate to meet the maximum liability to the Customer accepted by INFOLOGIC pursuant to clause 9.1 and INFOLOGIC shall upon written demand produce to the Customer sufficient written evidence of the existence and maintenance of such cover

10 Warranties

10.1 Save as expressly specified in these terms all terms, conditions, warranties, representations, or guarantees whether express or implied relating to the performance, quality or fitness for purpose of any part of the System or the provision of Services or Additional Services are hereby excluded

11 Consents

11.1 The Customer shall be solely responsible for and liable in respect of any obligation upon it to obtain any Government or other consent or licence for the ownership or use of any part of the System

12 Delivery and Acceptance

12.1 Any times specified for delivery is indicative only, does not represent a condition of the Contract and shall not entitle the Customer to suspend or terminate the whole or any part of the Contract.

12.2 INFOLOGIC shall not be liable for any failure to deliver any part of the System or to provide any Services or Additional Services upon the agreed date for such delivery or provision

12.3 The Customer will accept delivery of the System or Services beyond the stated delivery date

12.3 If the Customer unreasonably fails to accept delivery of any part of the System or the provision of Services or Additional Services or there are exceptional circumstances surrounding the delivery or provision INFOLOGIC reserves the right to make reasonable additional charges

12.4 Unless otherwise specified in writing all costs of delivery of any part of the System or the Services to the Location (including insurance, customs duties, special handling charges and packaging) is not included in the fee or price specified

12.5 The Customer shall inspect each element of the System as soon as reasonably practicable following delivery and in any event within 3 working days during which period any System shortcoming must be notified to INFOLOGIC failing which:

12.5.1 the element of the System containing the shortcoming will be deemed unconditionally accepted and any right of return waived; and

12.5.2 INFOLOGIC will accept no liability of whatever nature for any such shortcoming

12.6 Without prejudice to clause 12.5.1 if INFOLOGIC in its discretion accepts the return of any element of the System:

12.6.1 the Customer shall pay to INFOLOGIC liquidated costs equal to the greater of £30 plus VAT and 25% of the invoice price of that element;

12.6.2 the Customer shall obtain a returns authorisation number from INFOLOGIC and comply with the INFOLOGIC returns procedure; and

12.6.3 the element of the System concerned shall be delivered to INFOLOGIC in its original packaging

13 Intellectual Property Rights

13.1 Unless expressly agreed by INFOLOGIC in writing no IP Right of whatever nature in respect of any part of the System or any matter related to the Services or Additional Services shall vest or be deemed to vest in the Customer

13.3 Where a third party claims that the use by the Customer of any part of the System in accordance with the instructions of INFOLOGIC and any third party proprietor places or will place the Customer in breach of an IP Right of that third party INFOLOGIC may either secure the Customer’s right to use the System or modify it to remove the infringement or (where the infringement cannot be remedied) terminate the Contract forthwith, recover the System and repay a reasonable proportion of the monies received hereunder

14 Title

14.1 Title to Hardware shall not pass to the Customer until payment of the Hardware price has been made in full

14.2 Title to Software and to System Documentation shall not pass to the Customer in any circumstances

14.3 Where any payment is overdue (in the absence of genuine error or dispute) INFOLOGIC reserves the right to repossess any part of the System and the Customer irrevocably agrees to allow INFOLOGIC to enter upon the premises concerned for such purpose

15 Risk

15.1 Risk in any part of the System shall pass to the Customer upon completion of off-loading at the Location or any other place specified by the Customer for delivery

16 Payment

16.1 INFOLOGIC reserves the right to increase its fee in respect of any annual Service by notice not less than three (3) months prior to commencement of the next annual period

16.2 INFOLOGIC reserves the right to vary its fees and charges as a result of increases in costs including, without limitation, variation of taxes, duties, levies, exchange rates or other Government action or cost increases resulting from any delay, interruption or inadequacy of information or site conditions whether due to Force Majeure or through Customer fault

16.2 Where no credit terms have been agreed payment for the System and Services shall be paid in advance with the Customer order

16.3 Where credit terms have been agreed by INFOLOGIC:

16.3.1 the Customer shall make payment in full within 30 days of invoice, and credit terms may be withdrawn at the discretion of INFOLOGIC in which event all sums due shall be paid immediately by the Customer; and

16.3.2 the Customer undertakes to notify INFOLOGIC at all times without delay of any change of control of the Customer (control being more than 50% of a company’s shares or of the share of profit or loss of a partnership or sole trader) or the existence or creation of any business associated with the Customer or wholly or partly under common ownership or control

16.4 The Customer agrees to indemnify INFOLOGIC against all or any costs of recovery or other liability of whatever nature incurred by INFOLOGIC in recovering sums due to INFOLOGIC from the Customer under the Contract

16.5 If any payment by the Customer is not cleared upon the agreed or usual date for clearance INFOLOGIC may for each such event levy an administration charge equal to the greater of £20 plus VAT or the cost incurred by INFOLOGIC for that event

16.6 All sums specified in the Contract shall be deemed exclusive of VAT unless otherwise stated in writing

17 Renewal

17.1 Save as otherwise provided in the Contract any annual period for the provision of Services shall be deemed renewed for a further period of twelve (12) months unless terminated by INFOLOGIC or the Customer by written notice served not less than three (3) months prior to expiry of the annual period concerned provided that the Customer may terminate the provision of Services by not less than one (1) months written notice prior to expiry of the period concerned if INFOLOGIC has notified an increase in fees to apply in respect of the following period

18 Restriction

18.1 Neither party shall at any time prior to or within twelve (12) months of termination of the Contract solicit the employment of any person who is employed by the other in the course of providing, assisting or developing Services

19 Force Majeure

19.1 If either party shall be unable to carry out any of its material obligations under the Contract due to a circumstance beyond its reasonable control (including any form of industrial action (“Force Majeure”))the Contract shall remain in effect and both parties’ obligations in respect of the matter concerned shall be suspended without liability until the Force Majeure ceases to exist provided that:

19.1.1 the suspension of performance is of no greater scope and of no longer duration than is reasonably necessary;

19.1.2 no subsisting breach of the Contract shall be excused as a result of the Force Majeure;

19.1.3 the non-performing party shall use all reasonable endeavours to remedy its inability to perform; and

19.1.4 either party may terminate the supply of the part of the System or the Services concerned if the Force Majeure cannot be remedied in all material respects within six months of its commencement

20 Confidentiality

20.1 INFOLOGIC and the Customer shall use all reasonable endeavours to keep confidential (and ensure that their employees and agents keep confidential) all information received by them relating to any part of the business and affairs of the other party and in the case of the Customer any aspect of the System designated as confidential by INFOLOGIC provided that these obligations shall not apply to information which:

20.1.1 is or becomes publicly known through no wrongful act of the party concerned; or

20.1.2 is required to be disclosed by an order of law or other binding authority; or

20.1.3 is disclosed to any adviser of either party bound by a professional duty of confidentiality

20.2 Each party shall properly notify the other if it becomes aware of any breach of confidentiality and give all reasonable assistance to the other party in pursuing its rights where a breach of confidence occurs

21 Notices

21.1 Any notice to be served in connection with the Contract shall be in writing and either delivered personally or sent by first class post to the party to whom the notice is addressed at its address set out on the Quotation or such other address subsequently notified in writing to the other party

21.2 A notice is deemed duly given if delivered personally when left at the recipient’s address for service and if sent by first class post, and not returned undelivered, at 10am on the working day following the day of posting

22 General

22.1 No variation of the Contract shall be binding unless made in writing and signed by a duly authorised officer of each party

22.2 The headings within these terms are for ease of reference only and shall not be construed otherwise

22.3 The Contract may be entered into in any number of separate identical copies each of which shall be deemed to be an original, and which together shall comprise the Contract

22.4 Save as provided in the Contract the Customer shall not be entitled to sub-licence, assign or otherwise transfer its rights or obligations under the Contract without the prior written consent of INFOLOGIC

22.5 The Contract shall be binding on and shall continue for the benefit of the successors and assigns (as the case may be) of each of the parties hereto

22.6 All provisions of the Contract shall so far as they are capable of being performed and observed continue in full force and effect notwithstanding expiry or earlier termination

22.7 No whole or partial failure to exercise and no delay in exercising any right hereunder shall operate as a final waiver thereof unless expressed as such in writing.

22.8 All references to a statutory provision shall be construed as including references to any statutory modification, consolidation or re-enactment

23 Law and Jurisdiction

23.1 The Contract shall be governed by and construed in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the Courts of England