Standard Terms of Business

1   SCOPE AND DURATION
Any Quotation relates only to the Assignment described. Except as provided in Clause 9 the duration of the Agreement shall be from the date of acceptance of the Quotation until the completion of the Assignment.

2   WORKING FACILITIES
Where appropriate, the Client shall make available to Ladybridge Systems such equipment, documentation and working facilities as may reasonably be expected to be required in pursuance of the Agreement. Ladybridge Systems shall hold all such materials as the property of the Client and shall not in any way part possession with them or pledge them in any way. Ladybridge Systems shall use all reasonable efforts to ensure the safety and security of such materials, including where appropriate arranging insurance cover for them.

Upon the termination or expiry of the Agreement or at any time at the request of the Client, Ladybridge Systems shall return to the Client all items and materials, including but not limited to hardware and software products, documents, papers, drawings, tabulations and reports which were provided by the Client to Ladybridge Systems in performance of the Agreement. Ladybridge Systems shall make no further use of any such information nor make any reproductions of any material supplied by the Client without the specific prior written consent of the Client.

3   WORKING PRACTICES
Work carried out under the Agreement shall be performed in a professional and workmanlike manner and in accordance with generally accepted commercial and computing practices. Ladybridge Systems shall ensure that all visits to the Client's sites are carried out in accordance with all relevant rules of safety and conduct.

4   INDEPENDENT CONTRACTOR
For the purposes of the Agreement, Ladybridge Systems is acting as an independent contractor and shall have no right, power or authority whatsoever to create any obligation, expressed or implied, on behalf of the Client and shall have no authority to represent the Client as an agent beyond the terms of the Agreement.

5   FEES
Fees cover the time spent on work under the terms of the Agreement wherever it may be carried out. Work beyond that set out in the Quotation shall be at the standard rates charged by Ladybridge Systems.

The Client shall pay VAT and such other taxes and duties as are properly chargeable by Ladybridge Systems in respect of the supply of goods and services pursuant to the Agreement.

Ladybridge Systems shall invoice the Client on completion of the Assignment. For Assignments of over two weeks duration, intermediate invoices may be issued. Payment of all fees and expenses must be received by us as cleared funds within 30 (thirty) days of the invoice date. Clients should allow sufficient time for processing of payments. Invoices not paid by the due date may incur interest at 8% above the UK base rate charged for each month or part thereof for which payment is overdue in accordance with the Late Payment of Commercial Debts (Interest) Act. The Client shall be liable for all costs incurred in securing payment of overdue invoices.

Ladybridge Systems reserves the right to suspend support services if the Client has overdue payments outstanding.

6   PROPRIETARY RIGHTS
Copyright in any and all computer programs, documentation, reports and all other information modified by Ladybridge Systems pursuant to the Agreement shall remain vested in the original copyright holder.

In pursuance of the Agreement Ladybridge Systems may make use of existing or modified computer programs, documents and other information for which it holds copyright. Copyright in such computer programs, documentation and other information shall remain vested in Ladybridge Systems.

7   CONFIDENTIAL INFORMATION
Ladybridge Systems acknowledges and agrees that information concerning or related to the Client is of a confidential and secret character. Ladybridge Systems agrees to hold as confidential and not to divulge to any person such information without the specific prior written consent of the Client, and shall not use nor permit any other person to use any such information for any purpose whatsoever except as may be authorised by the Client. The provisions of this clause shall survive the expiry and termination of this Agreement for whatever reason.

8   LIABILITY
No liability will be accepted for consequential loss or damage to hardware, data or business howsoever caused as a result of advice given or use of items developed or provided. The maximum liability for any other event shall not exceed the fees paid by the Client.

9   TERMINATION
Either party may terminate the Agreement immediately in the event of any proceedings relating to bankruptcy, insolvency or winding up of the other party or the appointment of a Receiver over all or any of the other party's assets. The Client shall at any time, without prejudice to any rights at law or in equity, be entitled to terminate the Agreement forthwith or require Ladybridge Systems to terminate any specific services being performed hereunder forthwith (i) without notice in the event that Ladybridge Systems is not performing such service to the reasonable satisfaction of the Client or in the event that Ladybridge Systems is in default of any provision of the Agreement and has not remedied such non-performance or default within five days of being given notice by the Client to do so; or (ii) without cause, by providing one day's prior written notice to so terminate.

Ladybridge Systems shall at any time, without prejudice to any rights at law or in equity, be entitled to terminate the Agreement forthwith (i) without notice in the event that the Client is in default of any provision of the Agreement and has not remedied such default within five days of being given notice by Ladybridge Systems to do so; or (ii) without cause, by providing one day's prior written notice to so terminate subject to forfeit of the guarantees of payment set out herein.

Upon termination of the Agreement for whatever reason, Ladybridge Systems shall, unless otherwise directed by the Client, immediately cease all work pursuant to the Agreement and shall deliver up to the Client any and all materials which are the property of the Client, and shall provide to the Client invoices for all services performed to the satisfaction of the Client up to the date of such termination. Upon payment of such invoices Ladybridge Systems shall provide to the Client any and all materials for which the Client has so paid.

10   NOTICES
All notices given pursuant to the Agreement shall be in writing and if given by the Client shall be addressed to Ladybridge Systems at 17B Coldstream Lane, Hardingstone, Northampton, NN4 6DB or if given by Ladybridge Systems shall be addressed to the business address of the Client and may be delivered by hand to such address or sent by recorded delivery first class post thereto whereupon the same shall be deemed to have been received 72 hours after posting.

11   SEVERABILITY
In the event that any of the terms contained herein or in any variation hereto shall be determined to be invalid or unenforceable to any extent such term shall be severed from the body of such terms which shall continue to be valid and enforceable to the fullest extent permitted by Law.

12   ENGLISH LAW
The Agreement shall be governed by and construed in accordance with the Laws of England.