STANDARD TERMS AND CONDITIONS OF BUSINESS

1 GENERAL iTool Solution makes all offers, acceptances and agreements solely subject to these terms and conditions. Any terms and conditions of the Customer are not agreed by iTool Solution and shall not form part of any contract resulting from the acceptance of the Customers orders or otherwise. “Materials” shall mean any tangible equipment, products or goods supplied by iTool Solution whether specifically ordered or required as a consequence of the supply of services. “Services” shall mean any programming or other services supplied or to be supplied by iTool Solution.

2 VARIATION No variation, qualification, waiver, extension omission or cancellation shall be deemed to be valid unless expressly agreed to in writing by iTool Solution.

3 PRICES

3.1 Prices quoted are, unless otherwise stated, ex-works. iTool Solution reserves the right to adjust its rates and charges stated from time to time giving the Customer one month notice in writing. Delivery will automatically be arranged by iTool Solution and payable by the Customer unless otherwise agreed in writing. Travelling, hotel and subsistence expenses will also be payable by the Customer in accordance with ITool Solution’s prevailing rates.

3.2 Individual days specified overleaf or in any quotation shall be calculated as a normal 7 hours day excluding lunch break and travel to and from site. Half days, where specified, shall not exceed 4 hours in any one day.

3.3 Reasonable notice shall be given by the Customer for individual days, subject to a minimum of one week.

4 PAYMENT

4.1 The amount due to iTool Solution shall be strictly the full amount according to the payment terms agreed overleaf and no deductions shall be permitted.

4.2 The Customer shall not be entitled to set off any sum owed to the Customer by iTool Solution against any sum due to iTool Solution nor shall the Customer make any retention of money due to iTool Solution in connection with any dispute.

4.3 In the event of delay other than within iTool Solution sole control iTool Solution reserves the right to require an interim payment comprising the cost of Materials purchased by iTool Solution to the date of the interim payment.

4.4 Payment must be received by iTool Solution not later than the due date stated on the invoice.

4.5 If the payment is not made on the due date or these terms are not otherwise complied with iTool Solution may in its absolute discretion withhold further deliveries or cease work on any other orders or instalment of orders and my without notice charge interest on any monies outstanding on a daily basis at the rate of 4% above the Base Lending Rate of National Westminster Bank PLC until payment is made. No time or other indulgence granted by iTool Solution shall prejudice any contractual right or remedy of iTool Solution.

4.6 Any cancellation of order prior to delivery or commencement of Services shall be subject to a cancellation charge of 20% of the total order value or subject to losing deposit (whichever sum is greater) and full payment for any items purchased in the pursuance of the order.

4.7 No cancellation of order will be accepted after delivery of services have commenced.

5 DESPATCH AND DELIVERY

5.1 Materials will be despatched only to the Customers address stated on iTool Solution’s official order forms or such other address agreed in writing by the Customer and iTool Solution.

5.2 Any stated delivery date, period of rate shall be purely for guidance purposes and iTool Solution accepts no responsibility for any loss or damage arising from delay, howsoever caused.

6 SITE PREPARATION

6.1 Whilst iTool Solution will pass to the Customer information in respect of site preparation, iTool Solution accepts no responsibility for any failure to attribute to such conditions.

6.2 The Customer will make available to iTool Solution’s employees the use of a telephone, desk and chair in reasonable privacy if so required.

7 INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY

7.1 All intellectual property rights will remain vested in iTool Solution or (in the case of third party software) the owner of such rights. The Customer is authorised to make copies of the software only for security purposes and/or in accordance with the terms of any other software licence.

7.2 The Customer warrants that is has full right power and authority to place this order and to authorise iTool Solution to carry out the work contained therein and that the carrying out of such work by iTool Solution will not result in a breach by iTool Solution of any copyright or other intellectual property right or any such a claim by a third party as a result of any materials supplied by the customer.

8 LOSS OR DAMAGE

8.1 No claim for shortage, loss of Materials, non-delivery or damage in transit shall be made unless the Buyer informs both iTool Solution and the Carrier in writing within the following time limit (save for a qualified signature in the Carriers delivery note):-

8.1.1 In the case of non delivery of the whole consignment within 7 days of the date of despatch as advised by iTool Solution.

8.1.2 In the case of partial loss, damage or non delivery of any part of a consignment within 48 hours of the delivery of the consignment or part thereof to the Buyer.

8.2 Claims concerning the quality of the Materials must be made in writing and received by iTool Solution within 7 days of the Customer learning of the alleged defect and replacements will only be made if Materials are found by iTool Solution to be faulty owing to workmanship or packing.

9 RETENTION OF TITLE

9.1 The risk in the Materials and all liability to third parties in respect thereof shall pass to the Customer immediately upon delivery to the carrier but property in the Materials shall pass to the Customer upon payment of all funds payable to iTool Solution in respect thereof.

9.2 In the event that full payment is not received by iTool Solution within the agreed timescales then in addition to the provisions of clause 4 the Customer shall allow iTool Solution to repossess the Materials or products referred to in 9.1 and the Customer hereby irrevocably authorises iTool Solution, its servants or agents, to enter on land or premises upon which Materials are situated to give effect hereto and to repossess the Materials.

9.3 The Customer shall insure with a reputable insurance company and Materials which are the property of iTool Solution which are in the Customer’s possession for the full replacement value and iTool Solution shall on demand be entitled to inspect all insurance documents and receipts in respect thereof.

10 WARRANTY

10.1 Where Materials or services are supplied to iTool Solution’s specifications then iTool Solution warrants that they shall conform to the specification unless otherwise agreed in writing. iTool Solution further warrants that the Materials so supplied are of merchandisable quality and are reasonable fit for such purpose as products of a like nature are usually intended and that any program will after acceptance by the Customer provide the facilities and functions set out in the specification.

10.2 Where Materials or Services are supplied to designs or specifications other than those of iTool Solution then iTool Solution’s warranty is limited to the Materials and workmanship of iTool Solution which are to be of a reasonable standard in all circumstances.

10.3 The warranties referred to in 10.1 and 10.2 above are limited to the claims received by iTool Solution within 90 days of the date of supply of any alleged defective Materials or Services. The sole remedy of the Customer in either case shall be for iTool Solution, in its election, to repair or replace the allegedly defective Materials or to perform additional services (at no further cost to the Customer) at iTool Solution’s premises and save that the Customer must pay the cost of and be responsible for arranging the carriage of any Materials to iTool Solution.

10.4 Third party equipment supplied is done so based on the third-party warranty.

10.5 All other warranties, conditions and statements, expressed or implied, statutory or otherwise, and whether contained in iTool Solution’s literature or otherwise are hereby excluded save that nothing in this clause shall be taken as excluding obligations arising from section 12 of the Sale of Goods Act 1979 so far as Materials and Services are concerned. iTool Solution’s liability for any loss or damage whether direct or consequential occasioned by or arising out of the delivery of defective Materials and Services or from any other cause shall be limited to the purchase price of Materials in respect of or in relation to which such loss or damage is claimed whether the defect becomes manifest before or after the use of the Materials or the cost of the supply of the Services.

11 INSPECTION AND TESTING Any inspection or testing required by the Customer shall be conducted before despatch at iTool Solution’s premises of other places nominated by iTool Solution in accordance with any acceptance tests in the specification. All expenses incurred by iTool Solution therein shall be borne by the Customer.

12 TERMINATION If the Customer shall make default in or commit any breach of the contract or any other of the obligations to iTool Solution or if the Customer shall become insolvent or bankrupt or make any composition or arrangements with creditors or being a Company have a Receiver appointed or enter into liquidation whether voluntary or compulsory or if any execution or distress shall be levied against the Customer then iTool Solution shall have the right to determine any contract then subsisting by giving notice to the Customer without prejudice to any claim or right iTool Solution may otherwise have or exercise.
All contracts run for minimum 12 months term. The supplier and the customer will require to give a minimum of 2 months notice to end any agreement.

13 FORCE MAJEURE

13.1 In the event of the occurrence of War, invasion, fire, explosion, flood, riot, strike, trade dispute, breakdown, accident, delay of carrier, shortage or failure in the supply of Materials from third parties, suppliers, energy shortage, acts or requests of Government or Government Agencies or instrumentalities or any other happening or event whatsoever (whether or not of a kind similar to those before mentioned) beyond the control of iTool Solution (an ‘Event of Force Majeure’) iTool Solution shall not be liable for any delay or failure in performing its obligations under the contract.

13.2 If a default due to an Event of Force Majeure shall continue more than 12 weeks then iTool Solution shall be entitled to terminate this agreement as a result of an Event of Force Majeure.

14 AUTHORITY

14.1 No person other than the Director of iTool Solution has any authority to negotiate or enter into any agreement or commitment or make any representation on behalf of iTool Solution the effect of which would or might involve iTool Solution in any legal liability otherwise than in accordance with these terms and conditions.

14.2 The Customer shall communicate to iTool Solution upon the date hereof the identity of the person(s) or the department within its undertaking at the site who shall act as the sole contact point and channel of communication for the provision by iTool Solution of the Services during the currency of this agreement. The Customer shall forthwith inform iTool Solution of any change in the identity of any such person(s) or department.

15 NON-SOLICITATION

15.1 The Customer shall not for a period commencing hereupon and expiring one year after the completion of and services in connection therewith either directly or indirectly and whether for itself or the benefit of another induce or endeavour to induce any officer or employee of iTool Solution to leave its employment or employ any such person.

15.2 If the Customer breaches this clause then it agrees to pay as liquidated damages equal to the employee’s gross salary for six months.

16 COSTS Should the Customer break any terms of this contract then the Customer shall pay all legal costs properly incurred by iTool Solution on an indemnity basis in connection with that breach of contract.

17 LAW AND JURISDICTION The construction, performance and validity of the contract shall in all respects be governed by the Laws of England and the Courts of England shall have sole jurisdiction save that iTool Solution may commence protective proceedings in any other jurisdiction.

18 NOTICES Any notice or demand hereunder shall be deemed to have been properly served if the same shall have been delivered or sent by prepaid first class letter post to the Registered Office or any one of the principal places of business of either party. Notices or demands sent by first class post shall be deemed to have been received on the following day after posting (or in the case of a Weekend) upon the expiration of 48 hours from time of posting the same.

19 WAIVER

The waiver by iTool Solution of a breach or default of any of the provisions of this agreement by the Customer shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of iTool Solution to exercise or avail itself of any right power of privilege that has or may have hereunder operated as a waiver of any breach or default by the Customer.

20 INVALIDITY AND SERVEABILITY

If any provision of these terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceability of such provision shall not affect the remainder of these terms and all provisions not affected by such invalid or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any valid or unenforceability provision a valid or enforceable provision which achieves to the greatest extent possible economic legal and commercial objectives of the invalid or unenforceability provision.

21 HEADINGS Headings to clauses in these Terms and Conditions are for the purpose of information and identification only and shall not be otherwise construed.