1  DEFINITIONS
"CTG" means Command Technology Group PLC, agents or subcontractors. "Customer" means the party with whom CTG contracts to perform the Sale. "Agreement" means these terms and conditions together with the details overleaf and such schedules or attachments as are specifically included overleaf by reference (if any). "Sale" means the items which CTG shall deliver hereunder, such deliverables being more particularly described elsewhere in this Agreement. "Software" shall mean all of the computer programs and data and associated documentation created by CTG which are contained in the Sale.

2  AUTHORISATION TO CTG
Customer warrants that it is either the owner of material, designs, information and rights therein, given or disclosed to CTG by or on the Customer's behalf in relation to and/or during this Agreement, or that the Customer is legally authorised so to do by the owner thereof.

3  SCOPE OF SERVICES
3.1 CTG shall perform the Sale according to the provisions of this Agreement, and the Customer shall pay to CTG all sums due to CTG in accordance with this Agreement for the said performance of the Sale.
3.2 All documentation or other material delivered to the Customer as part of the Sale and all performance by CTG shall be to the appropriate CTG standards, unless otherwise agreed in writing.
3.3 Use of particular methods shall be at the discretion of CTG and use made by CTG thereof shall be on the basis of using its knowledge as to the applicability of a particular method to the particular Sale required.

4  CUSTOMER RESPONSIBILITIES
4.1 If CTG staff are provided to work on the Customer's premises or premises other than CTG's, the Customer shall ensure that such staff are provided with suitable office accommodation and services. CTG will use reasonable endeavours to ensure that its staff comply with all reasonable security regulations and requirements made known to it concerning the conduct of personnel at the said premises. However, CTG staff shall at all times be subject to the employment conditions of CTG and not those of the Customer.
4.2 The Customer shall promptly provide CTG with (and warrants that it is entitled to do so) accurate and complete information concerning its requirements relevant to the Sale, answers to queries, decisions and approvals required by CTG in connection with the Sale. CTG staff shall have the right of access to the Customer's personnel and premises at all reasonable times for such purpose throughout the duration of the Agreement.
4.3 If CTG suffers loss due to the Customer providing information which is inaccurate or incomplete, or due to the Customer failing to provide answers to queries, decisions or approvals required hereunder, CTG shall be entitled to additionally charge the Customer for all costs associated therewith.
4.4 Customer shall have no right to use items provided under the Sale until acceptance thereof has taken place and payment in respect thereof has been made, at which point physical title to the items shall pass to the Customer.

5  ACCEPTANCE
5.1 Acceptance shall occur or be deemed to occur upon either a) the date of completion of the work in accordance with this Agreement or b) the signing of the appropriate approval or receipt document by the Customer or c) the date an item is used by or delivered to the Customer for its operational purposes, whichever is the earlier.
5.2 Upon acceptance CTG shall be deemed to have discharged all its obligations and CTG shall have no further liability including but not limited to for the consequences of any use which the Customer makes of anything provided as part of the Sale, except that goods delivered shall be subject to 90 days warranty from the date of delivery.

6  CHARGES AND PAYMENT
6.1 The charges for the Sale are those given elsewhere in this Agreement. Charges will be shown exclusive of any appropriate taxes and duties, which shall be added to the charges and paid by the Customer at the rate and in the manner for the time being prescribed by law.
6.2 Payment shall be made by the Customer as set out elsewhere in this Agreement. If payment has not been received as set out herein CTG reserves the right, in addition to any other right it may have, to suspend deliveries and/or performance under this Agreement until such payment is made in full.
6.3 CTG shall be entitled to charge the Customer for all expenses incurred by CTG staff whilst performing the Sale plus any applicable taxes CTG shall provide reasonable evidence of all such expense incurred. All such expenses shall be claimed at cost except that mileage shall be reimbursed at CTG's normal mileage rate.
6.4 If any sum payable under this Agreement is in arrears then in addition to and without prejudice to any other remedies which may be available under this Agreement, CTG reserves the right to charge interest on any and all such sums on a day-to-day basis from the original due date as defined in this Agreement to the date of actual payment at the rate of two percent above the LIBOR interest rate prevailing during the period of such arrears plus any recovery expenses.

7  STAFF
7.1 CTG staff provided at a daily rate work a seven-and-a-half hour day. Travelling time to and from Customer or third party sites will be chargeable. Time taken for meals is excluded except where meals are working meals, which time is chargeable. Additional hours are subject to a standard hourly rate applicable to the CTG staff concerned. Normal hours would be between 9:00 a.m. and 5:30 p.m. Arrangements regarding additional or alternative hours if applicable will be set out in the Schedule.
7.2 In addition to the public and statutory holidays CTG staff are entitled to annual holiday entitlement to be arranged between the staff and CTG. Such holidays may occur during an assignment but are arranged so as not normally to affect adversely any known timescale restraints. Further, illness or emergencies may occur which may mean that a particular member of staff is unable to carry out work for the Customer. In such event CTG shall endeavour to find a replacement member of staff or to make such other arrangements as it shall deem appropriate, bearing in mind the needs of the Sale and of the Customer.
7.3 Where in the circumstances described in sub-clause 7.2 a different grade of staff is provided, then during the period of such replacement the lower of the original member of staff's daily rate and the daily rate of the replacement member of staff shall apply. Such shall only apply where staff are provided on a daily rate basis and not otherwise.
7.4 CTG shall endeavour to keep the Customer informed of any illness or emergency involving its staff.

8  RISK
Risk in items delivered by CTG as part of the Sale shall pass to Customer on delivery or on posting thereto as applicable.

9  TIMESCALES
The period during which the Sale shall be provided shall be as set out in the schedule hereto, together with details as to daily times and locations, as applicable. CTG will use all reasonable endeavours to complete the Sale or any part thereof by any date quoted for such completion. However due to the nature of the work such dates are estimates only.

10  INTELLECTUAL PROPERTY RIGHTS
Any intellectual property rights in items given to CTG by Customer to aid the provision of the Sale shall remain vested in the Customer or its licensors. In all other cases the copyright and all other intellectual property rights in materials developed by CTG and supplied to the Customer in the course of the Sale shall vest in CTG on the creation thereof.

11  SOFTWARE LICENCES
11.1 The Customer acknowledges and agrees that the structure, sequence and organisation of the Software are the valuable trade secrets of CTG.
11.2 Upon acceptance of the Sale by the Customer and subject to payment of all sums properly due to CTG hereunder, the Customer is granted a non exclusive licence to use the Software for its own use, but not further or otherwise.
11.3 The Customer is not permitted to reverse engineer, reverse compile, disassemble, lease, rent, distribute or sub-license the Software or any part thereof.
11.4 Except as expressly provided in this Agreement the Customer has no rights whatsoever in the human readable form (source code) of the Software, nor any rights to copy or modify the Software or any part thereof.

12  INDEMNITY
CTG warrants that to the best of its knowledge the provision of Sale does not infringe the rights in existence as at the date of entering into this Agreement of any third party. Further, CTG undertakes not knowingly to copy any design or materials of any third party. Save as aforesaid, the Customer indemnifies CTG in respect of any and all intellectual property infringement. In particular the Customer indemnifies CTG against any and all claims of infringement or alleged infringement in relation to anything which the Customer does or supplies and/or in relation to anything which CTG uses at the request or with the consent of the Customer. CTG reserves the right to vary the Sale to avoid any actual or foreseen infringement. Each party hereto shall notify the other promptly of any alleged or actual infringement and neither party shall make any admission without the other party's written consent, and each shall assist the other in the conduct of any negotiations or litigation pertaining to alleged infringement by the Sale. CTG's liability under this clause shall be in lieu of any and all liability whatsoever in respect of alleged or actual infringement and CTG's total liability hereunder shall in no event exceed the price of the Sale provided under this Agreement and set out herein. Thereafter Customer shall indemnify CTG against all liability in respect thereof.

13  LIABILITY
To the extent that it results from the negligence of CTG, CTG shall indemnify Customer in respect of personal injury or death to any person or loss or damage to any property caused directly be the negligent acts or omissions of CTG. Except in respect of personal injury or death caused by negligence (for which by law no limit applies) the liability of CTG hereunder in respect of any one such event or series of connected events shall not exceed the value of the Agreement. In all other instances Customer shall indemnify and hold CTG harmless from any and all claims, including but not limited to those caused by or arising from default, modification or misuse of the Sale, and in particular any deliverables provided hereunder. The Customer acknowledges that, except as provided by law, CTG is excluded from any and all liability howsoever caused, including but not limited to indirect and consequential loss of any description.

14  EXCLUSIONS
Except as expressly provided in this Agreement no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, merchantability or fitness for purpose of the Sale provided hereunder is given or assumed by CTG, and except as expressly provided in this Agreement all such warranties, conditions, undertakings and terms are hereby excluded.

15  CONSEQUENTIAL LOSS
Notwithstanding any other provision of this Agreement in no event shall either party hereto be liable for any indirect or consequential loss of whatever nature, howsoever caused, including but not limited to loss of use and/or loss of profits and/or loss or spoiling of data or materials whether occurring in contract, tort, negligence or otherwise.

16  TERMINATION
16.1 The   Customer   acknowledges   and   accepts  that  its  continued
co operation with CTG staff is essential to the successful performance of the Sale.
16.2 Notwithstanding anything contained elsewhere in this Agreement, CTG may terminate this Agreement forthwith on giving written notice to the Customer if the Customer fails to make any payment on the due date, or commits any other breach of the terms of this Agreement.
16.3 If any distress or execution shall be levied upon the property or assets of one party hereto, or if that party shall make or offer any arrangement or composition with creditors, or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against it or, if it is a limited company, any resolution or petition to wind it up (other than for the purpose of amalgamation or reconstruction) shall be made or if a receiver or liquidator is appointed over the undertaking, property or assets, or any part thereof, or if any other order is applied for and/or granted over its assets, then in any of the foregoing events the other party hereto shall be entitled to terminate this Agreement but any such termination shall be without prejudice to any other rights of CTG accrued prior to termination.
16.4 Where this Agreement is terminated as provided in this clause all payments to CTG for work done to date will be immediately due and payable; furthermore, long-term projects will additionally be subject to a cancellation charge where stated in the schedule.

17  FORCE MAJEURE
Neither party shall be liable for any loss or damage caused by delay or failure in performance of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond its reasonable control. Should such event occur CTG may suspend the Sale covered by this Agreement without incurring any liability whatsoever for any loss or damage thereby occasioned. CTG shall be entitled to such extension of time as is reasonable required by CTG to fulfil its obligations under this Agreement. in the event of a suspension occurring CTG shall be entitled to request at any time on or after such occurrence that it be paid for the work done up to the time of the suspension, notwithstanding any agreement as to payment in stages etc., payment therefor to be made within seven days of receipt of such request.

18  WAIVER
The failure of either party at any time to enforce any provisions of this Agreement shall in no way affect that party's rights thereafter to require complete performance by the other party hereto, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any subsequent breach of any such provision or be a waiver of the provision itself. Any waiver to be effective must be in writing.

19  WHOLE AGREEMENT
This Agreement constitutes the entire Agreement between CTG and the Customer as to the subject matter hereof and supersedes all previous communications, representations and agreements, whether written or oral, and the Customer hereby acknowledges that no reliance is placed upon any representation made but not embodied in this Agreement.

20 ASSIGNMENT
This Agreement is personal to the Customer and the Customer shall not assign, part with or sub-let any interest in it or grant any third party, or seek to exercise any rights or obligations granted hereunder for the benefit of or on behalf of a third party, without the prior written consent of CTG.

21  NOTICES
All formal notices required to be given under this Agreement by one party to the other shall be sufficiently given if in writing and either delivered by hand or sent by pre-paid letter to the address of the other party set out overleaf or to such other address as the receiving party may from time to time designate.

22  HEADINGS
The headings of the clauses of this Agreement are provided for convenience only and shall not contribute to or affect the meaning or construction of the said clauses.

23  SEVERABILITY
If any term, part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable as being contrary to applicable law or public policy, such provision shall to the extent reasonable possible be construed in a manner so as to be enforceable and the remaining provisions hereof shall remain in full force and effect and in no way be affected, impaired or invalidated, except when by reason thereof the fundamental nature of this Agreement is thereby frustrated.

24  AMENDMENT
24.1 This Agreement may only be amended by written agreement between the parties hereto signed by the duly authorised representatives of both parties hereto and referenced hereto.
24.2 Where the Customer changes its mind as to its requirements during the Sale such may affect the time required of CTG staff. However, any change can only be effective after an amendment to this Agreement in accordance with this clause has been signed, and until such time both parties hereto shall continue in accordance with the Agreement notwithstanding that such change may affect work being done. Only in this way can effective project control be maintained and the contractual position of both parties be protected. In the event that an amendment is urgently required to prevent unnecessary work being done then, subject always to the agreement of both parties hereto to the proposed amendment. It shall be the duty of both parties to use reasonable endeavours to effect an amendment as provided in sub-clause 24.1 as soon as reasonably possible.

25  LAW
The construction, validity and performance of this Agreement shall be governed by English law and each party hereto submits to the jurisdiction of the English courts