1. DEFINITIONS 1.1 ”Agreement” shall mean an order for Services and/or Products accepted in writing by the Company, or upon payment of an agreed fee. 1.2 “Bundle” shall mean a selection of Services provided to the Client over a specified period of time, agreed in advance in any combination of skills and expertise. 1.3 “Company” shall mean MAPTEC Ltd of 18 Roneo Corner, Hornchurch, RM12 4TN 1.4 “Client” shall mean the person or company to whom the Services and/or Products are provided. 1.5 “Client Products” shall mean any third party computer equipment, telecommunications equipment and software the Client makes available to the Company, either already owned by the Client or purchased by the Client, to enable the Services to be provided. Such Client Products may be used in conjunction with any Products supplied under the Agreement. 1.6 “Location” shall mean the office, private dwelling or other site at which the Services will be provided, where the Client Products are located if they are not supplied to the Company at its offices, and/or to which any Products are to be delivered. 1.7 “Products” shall mean any third party computer equipment, telecommunications equipment and software the Company is requested to purchase on behalf of the Client, in order for the Agreement to be completed and any related Services to be provided under the Agreement, delivered on the date stated in the Agreement, or as otherwise agreed by the parties. 1.8 “Services” shall mean any one or combination of expertise in the support of information technology equipment, configuration of software, configuration of computer equipment, configuration of telecommunications equipment, software installation methods and practices, maintenance of websites, firewall installation including Products, security and related software updates for third party software products agreed in writing, setting up of backup functions, provided by the Company in accordance with the terms of the Agreement. 2. CHARGES AND PAYMENTS 2.1 Prices and charges are detailed in the Agreement. For Products invoices must be paid in full before the Products are delivered to the Client at the Location. For a single provision of Services an invoice for the full amount will be issued upon completion of the work stated in the Agreement. Where a payment plan is agreed for ongoing services over a period exceeding 3 months, an invoice will be issued for the full amount, noting the initial amount plus the required total sum payable by regular banking order over the period of provision stated in the Agreement. For Services provided on an ongoing basis without a payment plan, monthly invoices shall be provided. For Services provided as a Bundle an invoice shall be issued for the full amount, payable in advance of the provision of the Services. 2.2 Payment may be made by direct bank transfer or by regular banking order to the bank and account specified on the invoice. Payments made via a portable electronic payment device shall be subject to any merchant charges levied by the provider of the electronic payment device. Where a payment made via an electronic payment device does not reach the Company’s bank account within two working days, the Client shall be advised of the failure and shall pay the full amount immediately by bank transfer or other agreed method and Services suspended until payment in full is received. 2.3 Invoices, except invoices for unplanned Services provided under a Bundle, are payable within 14 days of the date of the invoice, save where payment in advance is required or the Client has opted to pay in advance. The Company reserves the right to charge interest on late payment at the current Barclays Bank plc base rate plus 8% applied to the outstanding amount. The Client shall not be entitled to withhold payment in whole or in part on the grounds that it has a claim, counterclaim or right of set-off against the Company. 2.4 Taxes and duties including VAT shall be levied as appropriate. 2.5 The Company reserves the right to revise its prices and charges at six monthly intervals. 2.6 Bundle Services are subject to payment in full in advance. No refunds will be provided for early termination of an agreed Bundle. Standard Bundle packages are offered based on 5, 10, 15 or 20 hours per calendar month. In the event that the hours agreed with the Client in a Bundle are exceeded in any one month, the additional hours of service will be charged at the prevailing hourly rate for the Services supplied in the Bundle. Additional hours must be paid within 7 days of an invoice being provided to the Client. Where an invoice for additional hours remains unpaid for 14 days, the Company reserves the right to suspend further provision of Services, either as part of a Bundle or on an ad hoc basis, until the due invoice has been paid in full. 2.7 Services for installation of Products will be invoiced upon completion of the installation and in the case of software, demonstration of the functionality or configuration stated in the Agreement. 2.8 Services are provided either at the Client site, a specified location or remotely from the Company’s premises or by a Company representative, as appropriate and as stated in the Agreement. Products will be delivered to the location stated in the Agreement. Changes to location for either provision of Service or deliver of Products after the date of the Agreement, may incur a charge for travel expenses by the Company. For locations for delivery of Products or on-site provision of Services outside Greater London, travel expenses shall be charged by the Company. 2.9 In the event that an agreed regular banking order payment is not made for whatever reason the Company reserves the right to terminate Services forthwith and to withhold or disassemble Products immediately. 2.10 If Invoices are not paid within 30 Days MAPTEC Limited will charge 10% late fee and Admin fee for chasing payment. 3. HOURS OF SERVICE PROVISION 3.1 Standard hours for provision of Services shall be Monday to Friday 08:30 to 17:30. Services may be provided for additional hours between 17:30 20:00 Monday to Friday and/or Saturday and Sunday 10:00 to 16:00 subject to an additional fee payable by the Client as part of a Bundle. 3.2 The Client shall provide access to its premises at the Location within the standard times stated herein. Where Products are to be delivered to the Location, the Client shall provide access for delivery by either the Company or a third party, as notified to the Client, during the standard hours Monday to Friday. Where access to the Location is not provided, or the Client is not present at an agreed time, a fee for delay and re-visit may be payable before the Services are provided or the Products delivered. 4. THIRD PARTY PRODUCTS 4.1 The Company uses third party software and/or management tools in providing the Services. Intellectual property and ownership of third party software and management tools remains with the third party. The Client shall be subject to any licence terms and obligations that the third party may impose. The Client is solely responsible for obtaining and maintaining the necessary licences for Client Products and for Products of which ownership has been transferred to the Client. 4.2 If the Client modifies or reverse engineers any part of the Products, then the Agreement shall be deemed terminated and the Client shall indemnify the Company against any action or proceeding by any third party as a consequence of the Client’s actions. 5 PRODUCTS AND CLIENT PRODUCTS 5.1 The Company may, if requested, provide information and data concerning the performance and functionality of Products. Based on knowledge and previous experience of Products, the Company may as part of the provision of Services, suggest the Client consider the merits of Products in relation to its requirements as stated in the Agreement. The Company shall not be liable under any circumstances for non-performance or failure to meet expected functionality or performance of any Product the Client selects. Where the Company supplies Products, such Products are supplied on the basis of the sole decision of the Client and in good faith. 5.2 Where the Client provides Client Products or makes available to the Company Client Products to enable the Services to be provided, the Company shall have no liability in respect of the condition, quality or performance or functionality of the Client Products. 5.3 Products are provided on the basis of the manufacturers standard warranty only. Any claim in respect of the Products or Client Products must be made direct to the manufacturer by the Client. The Client is solely responsible for entering into any licensing or maintenance contracts required by the manufacturer or the Client decides to select from the manufacturers list of services and warranties, for Products and Client Products. 6. WARRANTY 6.1 The Company shall provide Services with all due care and diligence, and in accordance with industry standard practices. The Company relies upon its experience, know how and instructions provided by any manufacturer of Products in the provision of the Services. No warranty in respect of functionality or performance shall apply after the completion of the Services. 6.2 The Company does not provide any warranty in respect of Products or Client Products. The Client must check the terms of any warranty provided by the manufacturer of Products and Client Products and shall be solely responsible for registering with the manufacturer of any Products or Client Products. 7. FORCE MAJEURE The Company shall not be in breach of the Agreement if there is any total or partial failure of performance of its duties and obligations under the Agreement if such failure is caused by circumstances beyond its reasonable control. The operation of the Agreement shall be suspended during the period in which the cause continues. 8. TERMINATION 8.1 The Agreement may be terminated by either party in the event of the bankruptcy or entering into receivership, administration or liquidation (except for a bona fide solvent amalgamation) of the other party or any analogous insolvency procedure anywhere, or by agreement in writing or for a breach (which includes a failure by the Client to pay by due date) which is capable of remedy and remains unremedied after 30 days’ written notice from the other party. 8.2 The Company may terminate the Agreement forthwith in the event of the Client failing to provide Client Products as stated in the Agreement or in the event of a breach by the Client of any third party software licence or obligation. 8.3 Bundles or Services agreed for durations of more than 6 months, may be terminated by either party subject to a notice period of 60 days. The Client may elect to pay the full fees payable in respect of the 60 day notice period in lieu of notice. 9. CONFIDENTIALITY The Company and the Client shall keep confidential any information received from the other party at any time except where: such information is already in the public domain or becomes known through a third party without breach; is independently developed; or disclosed under requirement of law. Such information shall only be released to third parties by prior written agreement. The parties may enter into a separate confidentiality agreement if appropriate. The obligations of confidentiality shall survive the termination or expiry of the Agreement. 10. LIABILITY 10.1 Except in the case of personal injury or death caused by negligence, or as expressly agreed in writing by the Company, the Company shall not be liable for loss of profit, business or anticipated savings, economic loss, direct or indirect consequential losses or damages or other similar or dissimilar loss or damage of whatsoever nature, arising out of any negligence, breach of statutory duty or other tort, breach of contract or misrepresentation (except fraudulent misrepresentation) in respect of any acts or omissions, or any advice or instruction (to or from the Client), in connection with the Services, Products or Client Products, nor for any delay in their provision, or for damage at the Location. 10.2 In the event of the Company’s proven direct liability to the Client, the Company’s liability shall be limited to a maximum of 1 month’s charges in respect of any Bundle, or 50% of the fees paid in respect of a single provision of Services. 10.3 The Company shall have no liability in respect of the Products or Client Products. 11 INTELLECTUAL PROPERTY Title in any intellectual property and rights thereto resulting from any work created by the Company or its personnel, agents, assigns or sub-contractors, including but not limited to any procedures, methods or configuration of software shall vest absolutely in, and remain the property of the Company. 12. GENERAL Amendment or assignment of the Agreement shall be subject to written agreement by both parties. Illegal or unenforceable terms shall be deemed waived, the validity of the remainder of the Agreement being unaffected. Waiver of a right or remedy by either party shall not constitute a general waiver. Each party shall comply with the Bribery Act 2010. The terms of the Third Party Rights Act 1999 are expressly excluded from the Agreement. The law of England & Wales and the jurisdiction of the English courts shall apply to the Agreement.