1. EFFECTIVENESS
This Agreement becomes effective when accepted at Plexio UK Ltd. situated at Four Oaks, Garstang Road, St Michaels on Wyre, Preston PR3 0TD. These conditions shall prevail over any put forward by the Customer or implied by trade custom or practice.

2. TIMESCALE
Any target date(s) quoted or agreed for delivery, installation and ready for service will assume that the Customer fulfills all its obligations in a timely manner. If delay results from any failure of the Customer, the target date(s) will be automatically extended by a reasonable period and Plexio UK Ltd. shall be entitled to recover extra costs incurred.

3. CUSTOMERS OBLIGATION
a) Preparation of the Installation Site
If the Installation Site requires preparation the Customer must make the Installation Site ready in accordance with specification stipulated by Plexio UK Ltd, or network operator before delivery is due to commence

b) Provision of Facilities
Any necessary heating, ventilation and air conditioning at the Installation Site will be the Customers responsibility. The Customer will provide such mains electricity supplies as are required for proper installation and operation of the System. If walls, ceilings or floors have to be cut away on installation or removal of the System then the cost of such work and making good shall be borne by the Customer.

c) Access
Plexio UK Ltd. and its contractors will be permitted access to the Installation Site at all reasonable times.

d) Wayleaves, Approvals etc.
The Customer mast obtain and pay for all necessary wayleaves and secure the approval of planning, fire or similar authorities if required.

4. DRAWINGS, SPECIFICATIONS
All specifications, particulars and descriptions set out in other documents are approximate only and being intended for general guidance shall not be binding. The Customer accepts responsibility for the system achieving the Customer's intended results and for the selection of and results obtained from any other equipment or software with which the System is to be used.

5. DELIVER, TITLE AND RISK
Unless otherwise specified the Contract Price includes delivery to the Site by any method of transport at Plexio UK Ltd. option. Risk of damage to or loss of the System shall pass to the Customer on delivery. Title to hardware & software shall pass to the Customer once payment of the Contract Price has been received by Plexio UK Ltd., however, title to all data and information in firmware or software and title to software shall remain with Plexio UK Ltd.

6. INSTALLATION AND READY FOR SERVICE
Plexio UK Ltd. or its contractors will install the System. On completion of installation Plexio UK Ltd. will carry out its standard installation tests to show that the System is ready for service. The Customer or his representatives may witness such tests.

If Plexio UK Ltd. is unable to carry out its standard installation tests within seven days for reasons within the control of the Customer or its other contractors or if a network operator fails to carry out their tests for connection to relevant external networks, then the System will be deemed to be ready for service.

7. CHARGES
a) The charges for labour quoted by Plexio UK Ltd. are based on the assumption that the employees of Plexio UK Ltd. will work between the hours of 9am to 5pm during Monday to Friday inclusive. If, for any reason, any employee of Plexio UK Ltd. is required to work outside the aforementioned hours, then the charges for such work will be levied at the appropriate overtime rate which is in force at the time that the work is done.

b) If any employee of Plexio UK Ltd. attends the premises in order to carry out work but finds, due to factors outside their control, that it is impossible for the work to be carried out, then the non productive time lost will be charged at the normal hourly rate.

c) Any additional time spent or extra work or material required due to faulty equipment, whether ancillary to or forming part of items being modified by or added to by work under this quotation, shall be charged as additions to the quote price.

d) The quoted price for the goods may be varied by additions upwards by Plexio UK Ltd. in accordance with market conditions at the date of actual supply and its customers shall pay such additions in addition to the quoted price. Without prejudice to the generality of the foregoing market conditions shall include any increase in the cost of labour and/or materials operation and/or transport.

8. SOFTWARE & DATA
a) To enable Plexio UK Ltd to rebuild the customer’s software and or data, the customer must keep backup copies of all software packages and licences pertaining thereto, and a backup of current data. Plexio UK Ltd cannot be held responsible if these backups fail to restore correctly or if data is missing from these backups.

b) Plexio UK Ltd cannot be held responsible for any data loss or corruption. The customer must implement and keep up to date, full data backups and make these available to the company.

c) The Customer will pay the company’s reasonable current charges for remedying faults in the equipment caused by neglect, misuse, failures or excessive variations in electrical power and or temperature and humidity, excessive external electrical radiation, radio interference, unauthorised interference with the system, accidental damage, lighting, flood, fire or causes other than ordinary use.

9. PAYMENT
Payment shall be made no later than the date specified on the face of the Invoice. Invoices shall be submitted for the whole Contract Price becoming due on the ready for service date.

No payment may be withheld on account of any dispute or offset against any sums that may become due to the Customer.

a) Until full payment is received for the goods the goods shall remain the property of Plexio UK Ltd. although the risk therein shall pass to the customer on delivery.

b) Payment shall become due immediately unless other arrangements have been made between Plexio UK Ltd. and the customer. Interest on overdue accounts may be charged at the rate of 4% per annum above the current Bank of England minimum lending rate until payment is received.

10. LIABILITY FOR DELAY
If the ready for service date of all or part of the System is delayed by more than two weeks for reasons other than industrial disputes or other causes outside Plexio UK Ltd. reasonable control, the Customer may give notice to Plexio UK Ltd. to make the System or part ready for service within a reasonable period and should Plexio UK Ltd. fail to do so the Customer may terminate the Contract and Plexio UK Ltd. liability shall be limited to damages other than for loss of use, contracts or profits and shall not exceed the price of the delayed System or part. Time shall not be the essence for delivery or readiness for service.

Plexio UK Ltd. shall at no time be held responsible in whole or in part for any delay in the provision of services by Plexio UK Ltd. caused by British Telecom or any other network operators failure to provide network service.

11. ALTERATIONS
Changes to the technical specification of the System requested by the Customer prior to delivery will only be effective if accepted in writing by a duly authorised representative of Plexio UK Ltd and their implementation will be subject to full agreement having been reached on any consequent adjustment to the Contract Price and target dates.

12. CANCELLATION
The Customer may by written notice to Plexio UK Ltd, cancel its order for the equipment specified on the face of this Agreement, not later than two weeks prior to the target date for Readiness for Service of the equipment concerned, subject to payment of the appropriate cancellation charge as follows:

(i) After date of order, or signature of contract (whichever is the earlier) but not later than four weeks before target ready for service date. 15°% of the total equipment price as specified on the face of this Agreement.

(ii) Less than four weeks but more than two weeks before target ready for service date. 30% of the total equipment price as specified on the face of this Agreement.

13. DEFAULT AND TERMINATION
If the Customer commits any breach of this Agreement or any other Agreement with Plexio UK Ltd. and fails to remedy it promptly on receiving written notice from Plexio UK Ltd or suffers distress or execution or commits an act of bankruptcy or goes or is put into liquidation (except for amalgamation or reconstruction) or if it enters into an arrangement or composition with creditors or if a Receiver is appointed over any part of the Customer's business, or in the case of a Partnership any of the partners is declared bankrupt, it shall constitute a repudiation by the Customer of its obligations under this Agreement, and at any time thereafter Plexio UK Ltd. may (in addition to any other rights or remedies in law and notwithstanding that Plexio UK Ltd may have waived its rights under this condition on some previous occasion) by written notice suspend performance of or determine the Agreement.

On completion of the services by Plexio UK Ltd. full payment is still due even if services to be provided by the network operator have not been completed whether it be the fault of the Network Operator or the Customer of Plexio UK Ltd.

14. LEGAL CONSTRUCTION
This Contract shall be governed by English Law.

15. V.A.T.
The Prices and Fees specified in the Agreement do not include Value Added Tax and accordingly they will he increased by the gross amount of Value Added Tax and/or such other taxes as may be chargeable from time to time.

16. ENTIRE AGREEMENT
The Agreement sets forth the complete Agreement between the parties relating to the supply of the System.

Plexio UK Ltd is at full liberty to conduct similar work or services for any other customers.

The customer warrants that all information provided to Plexio UK Ltd. will be full and accurate.