TRANSITION ASSOCIATES LTD
STANDARD TERMS AND CONDITIONS OF BUSINESS


1. DEFINITIONS

In these conditions the following expressions shall have the following meanings:"TA" means Transition Associates Ltd (registered in England number 3332304) and also, where the context permits, its assigns and any sub-contractor for TA. "Services" and "Products" means the Services or Products to be provided by TA to the Client and "service" and "product" shall be construed accordingly. "The Client" means the person firm or company or other entity with whom the Contract is made by TA whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person or company. "Contract" means the agreement between TA and the Client under which Services and/or products are to be supplied by TA to the Client.

2. GENERAL

2.1 These conditions shall be deemed to be incorporated in all contracts and in the case of inconsistency with any order or letter or form of contract sent by the Client to TA or any other communication between the Client and TA whatever may be their respective dates the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on behalf of TA. Any concessions made or latitude allowed by TA to the Client shall not affect the rights of TA under the Contract. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the contract the remaining Conditions shall continue in full force and effect. All contracts shall be governed by the laws of England.

3. OBLIGATIONS TO PROVIDE SERVICES

3.1 Not withstanding that TA may have given a detailed quotation no request for the provision of Services and no order for the supply of products shall be binding on TA unless and until it has been accepted in writing by TA.

3.2 The client warrants that it has not relied on any representations made by or on behalf of TA or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by or on behalf of TA, all of which are only intended to convey a general idea of the services and products mentioned in them.

4. PRICES

4.1 The price payable for the Services and/or products shall unless otherwise stated in the contract be the fee chargeable by TA for such Services and/or products current at the date of delivery.

4.2 Unless otherwise expressly stated to be firm for a period TA charges in respect of the Services are subject to amendment to take account of variations in wages, materials or other costs since the date of the Contract. TA accordingly reserves the right to adjust the sum payable by the Client for the Services and/or the goods by the amount of any increase in such costs after the sum due is quoted and the sum so adjusted shall be payable as if it were the fee stated as being payable in the Contract.

4.3 All prices are exclusive of taxes, fees or duties which will be charged at the appropriate rate.

5. ADDITIONAL COSTS

5.1 The Client agrees to indemnify TA on demand against any loss or extra cost incurred by TA through the Clients instructions or lack of instructions or through any act or default on the part of the Client its servants or employees.

6. TERMS OF PAYMENT

6.1 Payment for the Services shall be due no later than 14 days from the invoice date.
6.2 If TA agrees to accept payment by installments, default in payment of any installment results in the whole balance of the sums then due becoming payable forthwith.

6.3 The client is not entitled to exercise any set off or similar rights against sums due to TA.

6.4 Time for payment shall be the essence of the Contract.

6.5 Without prejudice to any other rights it may have TA is entitled to charge interest at the rate of 2% per month on overdue payments; such interest is to run from the due date for payment until payment in full is received whether before or after judgment.

6.6 TA will retain title to any goods, product or services until payment is received in full.

7. INTELLECTUAL PROPERTY

7.1 The Client shall indemnify TA against all costs claims and damages incurred or threatened arising out of any alleged infringements of patents, trademarks, registered designs, design right or copyright occasioned by the provision of the Services where such Services are provided to the specification or special requirements of the Clients and/or by the manufacture or sale of products made to the specification or special requirements of the Client.

7.2 All written information, drawings, diagrams, videos and audio tapes prepared by TA in relation to the provision of the Services and the copyright therein shall remain the property of TA and shall be returned by the Client on demand. All intellectual property rights in software and materials are owned by TA. All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of TA.

7.3 The Client shall ensure that its employees and all those under the Clients control shall comply with the obligations of confidentiality contained in section 7.2

7.4 If confidential information related to the Client is disclosed to TA, TA will not, except as authorised by the Client, disclose such confidential information to any other third party or company.

7.5 Information, processes and other deliverables developed by TA, arising from the services performed hereunder shall be the sole and exclusive property of TA. The Client agrees to abide by the terms and conditions of any software license accompanying any software products transferred as a part of the transactions contemplated hereby. The Client shall retain a perpetual, non-exclusive royalty-free license to utilise any process or software which it creates pursuant to this contract for internal-use purposes only.

7.6 No information provided to the Client under this contract may be reproduced or published without the prior agreement of TA, in the absence of an agreement to amend these terms of use; any profits, royalties or fees derived from the publication or use of such information will become the property of TA.

8. CONDITIONS AND WARRANTIES RELATING TO SUPPLY OF SERVICES OR PRODUCTS

8.1 The software and products supplied by TA are provided "AS IS"; TA makes no warranty or representation, either express or implied, with respect to the software or products, including their quality, performance, merchantability, or fitness for a particular purpose. Because software is inherently complex and may not be completely free of errors, it is the Client's responsibility to verify work and make backup copies, and TA will not be responsible for failure to do so. The Client will not receive any technical support for use of the software and the materials, unless separately agreed to in writing by TA. Where advice is given without charge to the client by TA or its agents TA will accept no responsibility or liability for the content or use of such advice.

8.2 TA does not supply any warranty regarding the third-party software used in the fulfillment of the contract and does not grant any right or licence to use such software in any manner not expressly permitted by the original authors licence and terms.

9. CONSEQUENTIAL LOSS

9.1 TA shall not be liable for any costs claims or damages or expenses arising out of any tortuous act or omission or any breach of contract or statutory delay calculated by reference to profits income production or accruals or by reference to accrual of such costs claims damages or expenses on a time basis.

10. DEFAULT OR INSOLVENCY OF CLIENT

10.1 If the Client shall be in breach of any of its obligations under the contract or if any distress or execution shall be levied on the Client's property or assets or if the Client shall make or offer to make any arrangements or composition with its creditors or commit any act of bankruptcy or if any bankruptcy petition will be presented against him or (if the Client is a Company) if any resolution or petition to wind up such Company shall be passed or presented or if a receiver or administrative receiver or administrator of the whole or any part of such Companies undertaking property or assets shall be appointed TA in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every Contract between TA and the Client or may (without prejudice to TA's right subsequently to determine the Contract for the same clause should it so decide) by notice in writing suspend the Services until any defaults by the Client be remedied.

11. LIMITATION OF LIABILITY

11.1 The liability of TA to the Client for any loss or damage of whatsoever nature and however caused shall be limited to and in no circumstances shall exceed the price payable for the products or services.

11.2 TA shall not be liable for imperfect work caused by any inaccuracies on any drawings, bills of quantities or specifications supplied by the Client.

12. REPRESENTATIONS

12.1 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of TA shall be construed to enlarge, vary or override in any way these conditions of the Contract.

13. FORCE MAJEURE

13.1 TA shall be entitled to delay or cancel if it is prevented from or hindered in or delayed in the provision of Services or as the case may be the supply of products or services through any circumstances beyond its reasonable control including but not limited to strikes lockouts or accidents warfare or other natural disasters.

14. CANCELLATION

14.1 Save as provided in conditions 10 and 13 hereof the contract may not be cancelled except by agreement in writing of both parties and upon the payment to TA by the Client by way of agreed damages of any amount equal to the aggregate of all expenses incurred and loss suffered by TA in relation to the provisions of the Services and/or as the case may be the supply of products and all sums due from the Client to TA under the contract.

15. SUB-CONTRACTING

15.1 TA may assign or sub-contract the whole or any part of the Contract to any person firm or Company.

16. NON-SOLICITATION

16.1 The Client will not solicit the employment of, or contract the service of, any person assigned to it by TA while such person is so assigned and for six months thereafter. TA will not solicit the employment of, employ or contract for the services of, any personnel at the Client who were working with any of TA personnel during the project and for six months thereafter.

17. HEADINGS

17.1 The headings in these Conditions are intended for reference only and shall not affect their construction.

18. JURISDICTION
18.1 This contract shall be subject to the laws of England.