APPLEYARD MEDIA LIMITEDHayes And StorrMike202006-06-28T12:08:00Z2008-03-29T17:23:00Z2008-03-29T17:23:00Z1181710361Hayes And Storr86241215411.0000

MCC SOLUTIONS LIMITED

Trading

as The Computer Services Co

TERMS OF BUSINESS

GENERAL

1.1

MCC Solutions Limited

Trading as The Computer Services Co

(“the Company”) will supply for you (“the Customer”) by way of sale computer equipment and software, computer maintenance services and training (“the Goods”) in accordance with these conditions.

1.2

These terms and conditions exclude and override any other terms and conditions inconsistent herewith which the Customer might seek to impose even though such other terms and conditions may be submitted in a later document or purport to exclude or supersede any terms and conditions inconsistent with them or may be contained in any offer acceptance or counter offer made by the Customer.

1.3

No addition or variation of or exclusion of such terms and conditions whether express or implied shall be binding upon the Company unless accepted specifically in writing by a Director of the Company.

1.4

The Company’s employees or agents are not authorised to make any representations unless confirmed by a Director of the Company in writing and in entering into the contract the Customer acknowledges that he has not relied on any representation which is not so confirmed.

ORDERS

2.1

No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company.

2.2

The Customer shall be responsible for ensuring the accuracy of the terms of any order submitted to the Company.

2.3

The Company reserves the right to make any changes in the agreed specification which are required to conform with any applicable safety or other statutory requirements or which do not materially alter the quality or performance of the Goods.

PRICE

3.1

All prices quoted are based on materials, overheads, wages, Government taxes or impositions ruling at the date of confirmation of order. The Company reserves the right to raise the price on or before delivery of the Goods proportionately to the increase of any of these factors as the same may affect such price.

3.2

All prices quoted are based on the order provided by the Customer. Any variation in the order requested by the Customer, any change in delivery dates or any delay caused by the Customer which results in an increase in the cost to the Company will be charged appropriately by the Company at its then current rates.

3.3

All prices quoted exclude VAT and are net of such taxes unless otherwise stated.

PAYMENT

4.1

A deposit of 25% of the contract price shall be paid by the Customer on confirmation of order.

4.2

On contracts in excess of £4,000 a further instalment payment of 50% of the contract price shall be paid by the Customer on confirmation by the Company that the Goods are ready for delivery or installation.

4.3

Any balance of the contract price shall be paid by the Customer within 30 days of the date of the invoice.

4.4

The Company shall be entitled to interest on any unpaid sums from the date when such sums are due under these terms until payment at the rate of 3% above prevailing bank base rate.

4.5

If the Customer fails to make payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

4.5.1

cancel the contract;

4.5.2

charge the Customer interest pursuant to clause 4.4;

4.5.3

terminate the contract upon written notice to the Customer and without any liability whatsoever on the Company’s part and recover from the Customer in respect of the contract so terminated the Company’s loss of profit and/or other losses caused thereby; and

4.5.4

all costs incurred by the Company arising from the Customer’s default in payment including but not limited to all legal expenses shall be paid by the Customer.

INTELLECTUAL PROPERTY RIGHTS

5.1

Copyright and all other intellectual property rights in the software, drawings, designs and documents relating to the Goods or any other media produced by the Company shall be owned by the Company and shall not pass to the Customer unless specifically agreed in writing by the Company. Until such time as copyright and all other intellectual property rights pass to the Customer, the Customer must not copy or show to any third party any such software, drawings, designs, documents or media except in the ordinary course of the Customer’s business without the written consent of the Company.

5.2

If any claim is made against the Company that the Goods provided in accordance with the requirements or specifications of the Customer infringe the copyright or other intellectual property rights of any other person or in respect of any passing off action, the Customer shall indemnify the Company against all loss, damages, costs, and expenses awarded against or incurred by the Company in connection with the claim or paid by the Company in settlement of the Claim.

WARRANTIES AND LIABILITY

6.1

Subject to the conditions set out below and unless otherwise specified in writing, the Company warrants that when the Goods are sold they shall be in a satisfactory merchantable condition and if any defects become apparent within 12 months of the date of the invoice and arise from faulty materials or workmanship of the Company, the Company will replace such Goods or the part in question free of charge or, at the Company's discretion, refund to the Customer the price of the Goods or the proportionate part thereof, but the Company shall have no further liability to the Customer.

6.2

The Company shall be under no liability:

6.2.1

in respect of any defect arising from any specification supplied by the Customer;

6.2.2

in respect of any defect arising from fair wear and tear, wilful damage, negligence of the Customer, his servants or agents, abnormal working conditions, failure to maintain the Goods and/or to follow the Company's instructions (whether oral or in writing), misuse or treatment of the Goods without the Company's approval, or modifications or repairs carried out by the Customer or any third party;

6.2.3

for expenditure incurred by the Customer in repairing or replacing any part of the Goods without the Company's consent;

6.2.4

for any consequential or indirect loss suffered by the Customer whether this loss arises from the breach of duty in contract or tort or otherwise. Non-exhaustive illustrations of consequential or indirect loss would be loss or profits, loss of contract and damage to property.

6.3

Any claim by the Customer must be notified in writing within 7 days after the defect is discovered. If the Customer does not so notify the Company, the Customer shall be deemed to have accepted the Goods as having been delivered in all respects in accordance with the contract and shall not be entitled to reject the Goods and the Company shall have no liability whatsoever for such defect or failure.

6.4

Except in the case of death or personal injury caused by the Company's negligence, the limits of the Company's liability under the contract shall be the repair or replacement of the Goods in accordance with Clause 6.1.

6.5

For the avoidance of doubt the Company shall have no liability to the Customer for any damage caused to any modem unless the Customer has installed adequate electrical surge protection.

6.6

If any Goods shall after leaving the Company's premises have been modified or subjected to any process of manufacture or adaptation then the Customer shall be deemed to have accepted such Goods as being in all respects in accordance with the contract.

6.7

Every effort will be made to carry out the contract but its due performance is subject to cancellation or variation by the Company if the Company is unable to secure labour, goods or materials as a result of an act of God, fire, war, riots, civil disturbance, strike, national emergency, legislation, regulations, accidents, breakdown of machinery, carriers default or other cause (whether of the foregoing class or not) beyond the Company’s control.

PROPERTY AND RISK

7.1

Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or installation or if the Customer fails to allow delivery or installation at the time when delivery or installation was tendered.

7.2

The Company shall remain the sole and absolute owner of the Goods until such time as the agreed price of the Goods has been paid in full to the Company by the Customer. Until such time as the fully agreed price has been paid the Customer shall hold the Goods as the Company’s fiduciary agent and bailee and will at the Customer’s expense insure the Goods in the name of the Company in the amount of the contract price against fire, flood, theft, burglary and vandalism.

7.3

Until such time as the property in the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

7.4

The Customer's right to possession of Goods which have not been paid for shall cease at whichever is the earliest of the following dates:

7.4.1

if the Customer, not being a company, commits an act of bankruptcy, makes a proposal to his creditors or a composition under Section 252 of the Insolvency Act 1986 or any statute in succession thereto or does anything which would entitle a Petition for a Bankruptcy Order to be made;

7.4.2

If the Customer, being a company, goes into liquidation, whether compulsory or voluntarily, or does anything or fails to do anything which would entitle a Receiver to take possession of any assets or which would entitle any person to present a Petition for Winding-Up or apply for an Administration Order pursuant to Section 8 of the Insolvency Act 1986 or any statute in succession thereto.

INSTALLATION OF GOODS

8.1

Any time or date given for the commencement of any installation of the Goods is an estimate only and the Company shall not be liable for any loss or damage whatsoever for any delays in the commencement date. It is hereby agreed that time is not of the essence for the commencement of any installation unless previously agreed in writing by the Company.

8.2

If the Customer fails to allow installation to start on the commencement date or fails to give adequate instructions to allow installation to commence then, without prejudice to any other rights available to the Company, it may:

8.2.1

store the Goods until actual delivery and charge the Customer for the costs (including insurance) of storage;

8.2.2

sell the Goods at the best price obtainable and (after deducting all storage and selling expenses) account to the Customer for the excess over the price under the contract or charge the Customer for any shortfall below the price under the contract.

MISCELLANEOUS

9.1

If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

9.2

No waiver by the Company of any breach of contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

9.3

Any notice to be given by either party to the other shall be in writing by pre-paid first class post or facsimile addressed to the other party at its registered office or principle place of business or such other address as may have been notified to such other party.

9.4

English Law shall apply in respect of these terms and conditions of business and any contract between the Company and the Customer and any claims or disputes in connection therewith.

9.5

For the avoidance of doubt nothing in the contract between the Company and the Customer and these terms and conditions shall confer on any third party any benefit or the right to enforce any terms of the contract.

9.6

The Company shall not be held responsible for the security or validity of any data stored on Goods belonging to the Customer whilst on the premises of the Company or in transit to or from the Company.Z:\MCCS\FORMS\JOB SHEETS\TERMS OF BUSINESS LARGE.DOC