CLIK LIMITED STANDARD TERMS FOR SUPPLY OF SERVICES 1.Interpretation

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1.1 In these Terms (as defined below) the following terms shall have the following meanings:-

1.2 Any reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

1.4 In these Terms any reference to a person shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having a separate legal personality) or one or more of the foregoing and references to the singular shall include the plural and vice versa.

2. Consumer Contracts

2.1 Where the Services are supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) any term which by virtue of any provisions in that Act in or the Unfair Terms in Consumer Contracts Regulations 1999 would be of no effect shall not apply.

2.2 Where the Services are supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Client are not affected by these Terms.

3. Basis of the Contract

3.1 Clik shall supply and the Client shall pay for the Services and/or the Deliverables in accordance with the Proposal and subject to these Terms, which shall govern the Contract to the exclusion of any other terms and conditions. In the event of inconsistency between these Terms and any special conditions contained in the Proposal, those special conditions shall prevail.

3.2 No order submitted by the Client shall be deemed to be accepted by Clik unless and until confirmed in writing. In the case of any Proposal submitted by Clik, authorisation to proceed with the supply of the Services and/or Deliverables, whether verbal or in writing, shall constitute the Client’s acceptance of the Contract. No conduct by Clik shall be deemed to constitute acceptance of any terms put forward by the Client. Save where expressly accepted by Clik in the event of any inconsistency between the Proposal and Terms on the one hand and the Client's order on the other then the Proposal and Terms shall prevail.

3.3 No variation to these Terms shall be binding unless agreed in writing.

3.4 Clik’s employees or agents are not authorised to make any representations concerning the Services or Deliverables unless confirmed by Clik in writing. In entering into the Contract the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed provided that nothing in these Terms shall operate to limit or exclude any liability for fraud.

3.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by Clik shall be subject to correction without any liability on the part of Clik.

4. Fees and Payment Terms

4.1 The Client shall pay to Clik fees in respect of the supply of the Services and any Deliverables at the rates specified in the Proposal or at such other rates as may be agreed in writing from time to time by Clik and the Client.

4.2 Unless otherwise agreed in writing with Clik, the Client shall be responsible for paying all reasonable expenses that are incurred by Clik in the course of providing the Services and Deliverables (including, but not limited to, travel and subsistence), which expenses shall be payable in addition to the fees referred to at clause 4.1.

4.3 Where the Client requests Clik to provide any services or deliverables in addition to those specified in the Proposal and Clik has agreed to do so then in the absence of any specific agreement on fees these will be provided at Clik's then standard prices.

4.4 Clik reserves the right, by giving notice to the Client at any time before completion of the supply of the Services to increase the fees payable in respect of the remainder of the Services to be provided to reflect any increase in the cost to Clik which is due to:-

4.4.1 any factor beyond the reasonable control of Clik (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, or increase in the costs of labour or materials); and/or

4.4.2 any delay caused by any instructions of the Client or failure of the Client to give Clik adequate information or instructions.

4.5 Unless otherwise agreed in writing between the Client and Clik all fees and any other amounts payable by the Client are expressed exclusive of any value added tax or other applicable sales tax.

4.6 All payments payable by the Client under the Contract shall be made without set-off or counterclaim of any description.

4.7 All payments payable by the Client under the Contract shall be made in the currency specified in the Proposal, or if none is so specified, in pounds sterling.

4.8 The Client shall pay the sums due to Clik under the Contract on the dates specified in the Proposal and in the absence of any such dates, within 7 days of the date of invoice. Unless otherwise specified in the Proposal, Clik may raise an invoice at the start of each calendar month in respect of the Services carried out in the preceding month.

4.9 Clik may require the Client to pay sums on account of the fees or expenses to be incurred (or a proportion of them) which sums shall be paid by the Client within 7 days of the date of a request in writing from Clik.

4.10 Without prejudice to any other remedy which Clik may have, in the event that any sums due under the Contract are not received by Clik in cleared funds by the due date for payment, Clik may:-

4.10.1 charge interest on the overdue amount at the rate of 4% above the base rate of The Royal Bank of Scotland for the time being from the due date until the full amount of the overdue sums has been received by Clik in cleared funds;

4.10.2 suspend the performance of any services or obligations required to be performed by Clik under the Contract until such time as the full amount of the overdue sums (together with any interest) has been received by Clik in cleared funds or, at Clik’s sole discretion remotely, disable a software product, by whatever means is at its disposal, without such disabling effecting the Client’s hardware or operating systems; and/or

4.10.3 terminate the Contract by 30 days notice in writing to the Client in the event of a persistent failure to make such payments on the due date. “Persistent failure” shall be construed as meaning a failure to make any three payments due under the Contract by or on the due dates in any period of six calendar months.

5. Co-operation and Information

5.1 The Client shall:-

5.1.1 provide Clik, its employees and sub-contractors with all such assistance as is reasonably necessary to enable Clik to perform its obligations under the Contract, including but not limited to, computer and technical facilities and office and secretarial services which will be provided free of charge;

5.1.2 make full disclosure to Clik of all information and material, including where necessary software and content, relevant to the provision of the Services;

5.1.3 ensure that all Client Materials are true, accurate and complete in all respects;

5.1.4 ensure that all Client Materials are free from any defamatory or unlawful content and that they do not infringe any Intellectual Property and other rights of any third party and that any adaptation by Clik of the Client Materials in accordance with the Client’s instructions will not infringe the Intellectual Property rights of any third party;

5.1.5 ensure that the Client Materials are provided within sufficient time to enable Clik to provide the Services in accordance with the Contract; and

5.1.6 procure that its employees and independent contractors co-operate reasonably with Clik and its employees in providing the Services in accordance with the contract;

5.1.7 comply with Clik’s recommendations as to its hardware, network and computer operating systems;

5.1.8 obtain and comply with all necessary permits and licences in respect of the Client Materials;

5.1.9 comply with all relevant legislation including, but not limited to the Data Protection Act 1998. For the avoidance of doubt, the Client acknowledges that Clik will not be processing any personal data under or in connection with the Contract;

5.1.10 indemnify Clik (and keep it indemnified) against all costs claims expenses, losses and other liabilities arising out of or in connection with any breach by the Client of its obligations in this clause 5.

5.2 Each party shall keep confidential the terms of this Agreement and any and all confidential information that it may acquire in relation to the business or affairs of the other party. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this Agreement. Each party shall ensure that its officers and employees comply with the provisions of this Clause 5.2 .

5.3 The obligations on a party set out in Clause 5.2 shall not apply to any information which:

5.3.1 is publicly available or becomes publicly available through no act or omission of that party;

5.3.2 a party is required to disclose by law or by order of a court of competent jurisdiction.

5.4 Nothing in clause 5.2 shall prevent Clik from exploiting any inventions, software or other materials that it develops during the course of the Contract.

6. Staff

6.1 During the Contract and for a period of six months following its termination for any reason, the Client shall not, directly or indirectly, solicit, or offer employment or engagement to, or employ or engage, any employee or independent contractor who worked for or on behalf of Clik in connection with any Contract in the immediately preceding six months.

7. Variations to Proposal

7.1 The Client may at any time prior to completion of the Services request in writing Clik to modify or extend the Services specified in the Proposal and the Client shall provide Clik with full particulars of any requested modification or extension and such further information as Clik may reasonably require (“Change Request”).

7.2 As soon as reasonably practicable following receipt by Clik of a Chance Request Clik shall inform the Client whether such modification or extension is technically feasible and shall inform the Client of any alterations to the fees and any completion and delivery dates that it shall judge necessary to make as a result of such request.

7.3 The Client may within 14 days of receipt of the proposed alteration to the fees and any completion and delivery dates accept such alterations whereupon the Proposal shall be deemed to be amended to incorporate the modified or extended Services requested in the Change Request and the altered fees and completion and delivery dates put forward by Clik.

8. Acceptance

8.1 When the Deliverables have been completed Clik shall deliver them to the Client.

8.2 The Client shall carry out the Acceptance Tests using the Acceptance Criteria within 5 days of delivery of the Deliverables by Clik and shall provide Clik with a report accepting or rejecting the Deliverables within the 5 day period. The Deliverables will be accepted when they have passed the Acceptance Tests.

8.3 If Clik does not receive a report within 5 days of delivery, the Client will be deemed to have accepted the Deliverables.

8.4 If the Client rejects the Deliverables in accordance with the procedure in this clause Clik shall remedy the defect in the Deliverables so that it complies with the Functional Specification in material respects as soon as reasonably practicable except where the failure of Acceptance was attributable to a breach by the Client of its obligations under the Contract and this shall be the Client's sole and exclusive remedy for a failure of Acceptance.

9. Safety and Insurance

9.1 In the event that any representative(s) of Clik attends at any premises of the Client in connection with the provision of the Services the Client shall:-

9.1.1 take all reasonable steps to ensure the health and safety of such representative(s);

9.1.2 ensure that an adequate policy of insurance is in place in respect of any injury to or death of such representative(s); and

9.1.3 indemnify Clik in respect of all loss or damage to the property of Clik or its representative(s) and all claims arising out of the personal injury of death of any representative(s) of Clik, unless and to the extent that any such loss, damage, personal injury or death was caused by the negligence of Clik or any of its representatives.

10. Intellectual Property

10.1 Except where expressly agreed in the Proposal, all Intellectual Property rights in all the Deliverables shall be owned exclusively by Clik and may be used by the Client as follows:

10.1.1 Clik grants the Client a perpetual (subject to the rights of termination referred to elsewhere in these Terms), non-exclusive, non-transferable, royalty-free (subject to any royalty provisions referred to in the Proposal) licensed to use the Deliverables for its own internal business purposes without any right to sub-licence with effect from the date of receipt by Clik of the fees due under the Proposal attributable to that Deliverable; and where any of the Deliverables include software the Client shall also comply with Clik's software licence in the form provided by Clik.

10.2 If Clik expressly agrees in the Proposal that the Client shall own the Intellectual Property rights in any of the Deliverables ("Client's Deliverables") the following shall apply:

10.2.1 Clik shall assign to the Client the Intellectual Property rights in the Client's Deliverables with effect from the date of receipt of the fees due under the Proposal attributable to the Client's Deliverables subject to clauses 10.2.2 and 10.2.3 below;

10.2.2 with effect from the date of assignment the Client hereby grants Clik a perpetual, non-exclusive, non-transferable, royalty-free licence to use the Client's Deliverables for all purposes necessary to perform its obligations and exercise its rights under the Contract including (without limitation) a right to sub-licence to its sub-contractors for those purposes; and

10.2.3 notwithstanding clause 10.2.1, the Intellectual Property rights in the Background Intellectual Property and Methodology shall be owned exclusively by Clik and Clik hereby grants the Client a licence to use the Background Intellectual Property and Methodology on equivalent terms to those specified at clause 10.1.1.

10.3 Clik warrants that, so far as it is aware, the Deliverables including, but not limited to, any software do not infringe the copyright of any third party.

10.4 If Clik creates any inventions, designs or processes in the performance of the Services, the Client acknowledges that all rights (including, without limitation, Intellectual Property) in these items shall be the property of Clik unless agreed otherwise in writing.

11. Warranties and Liability

11.1 Clik warrants and undertakes to the Client that if the Deliverables are demonstrated to Clik's reasonable satisfaction, within 90 days from the date of Acceptance, to materially fail to comply with the Functional Specification, Clik will correct such defect or (at its sole option) replace the Deliverables free of charge provided that:-

11.1.1 the Deliverables have been properly installed;

11.1.2 the Deliverables have been used at all times properly and in accordance with instructions for use;

11.1.3 no alteration, modification or addition has been made to the Deliverables without Clik's prior written consent.

11.2 Each claim under clause 11.1 shall be sent in writing to Clik, specifying the nature of the defect. Upon receipt of such written claim, the Client shall grant access to the Deliverables in question to Clik or its agent or representative and allow the removal of them to enable such persons to test or to inspect the Deliverables at its premises.

11.3 Clik does not warrant that the Deliverables will be error-free.

11.4 The remedies specified in clause 11.1 shall be Clik's only liability for any defect, error or other failure of the Deliverables.

11.5 Subject to clauses 11.6 to 11.10 Clik warrants that it shall perform the Services using all reasonable care and skill.

11.6 The Client acknowledges that the fees payable in respect of the supply of the Services have been determined on the basis of the limitations and exclusions of liability contained in this clause 11. The Client expressly agrees that these limitations are reasonable because of (amongst other things):-

11.6.1 the likelihood that the damages awardable to the Client for a breach by Clik of the Contract would be disproportionately greater than the value of the Contract to Clik; and

11.6.2 the likelihood that the Client will be in a better position than Clik to insure itself in a cost effective manner against any damage flowing from any breach by Clik of the Contract.

11.7 Clik shall not be liable to the Client for any loss, damage, costs, expenses or other claims for compensation arising out of or in connection with any breach by the Client of its obligations under the Contract.

11.8 Where the Proposal specifies any date for the completion of the Services (or parts thereof) or the delivery of any Deliverables, time for such completion and delivery shall not be of the essence and Clik shall have no liability to the Client arising out of or in connection with any failure to provide the Services or Deliverables by such dates.

11.9 Clik shall not be liable to the Client by reason of any negligence or any other tortious action or any representation (unless fraudulent), or any implied warranty, condition or other term, or under the express terms of the Contract, for:-

11.9.1 any loss of anticipated revenues; or

11.9.2 loss or corruption of data; or

11.9.3 loss of profits; or

11.9.4 loss of business opportunities; or

11.9.5 loss of goodwill; or

11.9.6 damage to reputation; or

11.9.7 any indirect, special or consequential loss or damage, costs, expenses or other such claims for compensation whatsoever;

(whether caused by the negligence of Clik, its employees or agents or otherwise) which arises out of or in connection with the Contract, except as expressly provided in these Terms.

11.10 The entire liability of Clik under or in connection with the Contract shall not exceed the fees payable under the Contract, except as expressly provided in these Terms.

11.11 Notwithstanding anything to the contrary in these Terms, Clik’s liability to the Client:-

11.11.1 for death or personal injury caused by the negligence of Clik, its employees, agents or subcontractors; or

11.11.2 under Part 1 of the Consumer Protection Act 1987; or

11.11.3 for fraud (including, but not limited to, fraudulent misrepresentation). is not limited (but nothing in this clause confers any right or remedy upon the Client to which it would not otherwise be entitled)

12. Force Majeure

12.1 Clik shall be liable for any loss or damage or failure or delay in performance of this Contract which is caused by circumstances beyond the reasonable control of Clik.

13. Termination

13.1 In the absence of any express provision to the contrary in the Proposal either party shall be entitled to terminate the Contract at any time by giving not less than 30 days notice in writing to the other.

13.2 Without prejudice to any other remedy which it may have, Clik may terminate the Contract immediately by giving written notice to the Client in the event that:-

13.2.1 the Client commits a material breach of the Contract and (if capable of remedy) fails to remedy such breach within 30 days after being given written notice to do so; or

13.2.2 the Client makes any voluntary arrangement with its creditors, or (being an individual or firm) becomes bankrupt, or (being a company) enters administration or goes into liquidation (other than for the purposes of solvent amalgamation or reconstruction), or an encumbrancer takes possession, or a receiver is appointed, over any of its property or assets, or anything analogous to any of the foregoing occurs to the Client under the law of any jurisdiction.

13.3 In the event that the Contract is terminated in accordance with this clause 13 or clause 4.10 above:-

13.3.1 notwithstanding any provision in the Proposal to the contrary, Clik shall be entitled to invoice for all the fees attributable to the work undertaken and expenses incurred by Clik to the date of termination (insofar as such sums have not previously been invoiced) and all invoices shall become immediately due and payable;

13.3.2 the provisions of clause 4.10 shall apply to all sums due in accordance with clause 13.3.1; and

13.3.3 within 30 days following the receipt in cleared funds of the sums referred to in this clause 13.3 Clik shall (at the cost of the Client) deliver any Deliverables to the Client that are completed or part completed.

14. Notices

14.1 Any notice or consent required or permitted under the Contract shall be in writing and shall be sent to by first class post, hand delivery, fax or email.

14.2 Subject to clause 14.3 below any such notice consent or other document shall be deemed to have been duly received:

14.2.1 If dispatched by fax or email - 24 hours from the time of the despatch; or

14.2.2 If dispatched by prepaid post - 3 days from the time of posting to the relevant party; or

14.2.3 If dispatched by hand delivery - at time of actual delivery.

14.3 Unless otherwise notified in writing for the purpose of this clause the postal and email addresses and fax numbers of the parties are as referred to in the Proposal.

14.4 In proving service by post it will be sufficient unless any relevant part of the postal service is affected by industrial action to prove that the envelope containing the notice was duly stamped addressed and posted to the addresses specified in clause 14.3 above. In proving service by fax or email it shall be sufficient to prove that it was properly addressed and dispatched to the numbers or address specified in clause 14.3 above.

15. General

15.1 The Client shall not be entitled to assign or sub-contract its rights under the Contract without the prior written consent of Clik. Clik shall be entitled to assign and sub-contract its rights under the Contract without the consent of the Client.

15.2 No delay or failure on the part of any party in enforcing any provision in the Contract shall be deemed to be a waiver or create a precedent or in any way prejudice any party’s rights under the Contract. The rights and remedies provided in the Contract are cumulative and are not exclusive of any rights or remedies provided by law.

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

15.4 The Contract constitutes the entire agreement and understanding between the parties with respect to its subject matter and the terms of the Contract shall supersede any previous agreements.

15.5 Unless expressly stated in this Contract, nothing in this Contract will confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.

15.6 If any dispute arises out of this Contract the parties will attempt to settle it by negotiation. A party may not commence court proceedings until 21 days after it has made a written offer to the other party to negotiate a settlement to the dispute provided that nothing in this clause shall prevent either party from seeking a preliminary injunction or other judicial relief if in its reasonable judgment such action is necessary to prevent irreparable damage.

15.7 The Contract shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.

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