1 Interpretation In these Conditions the following words shall have the following meanings: "Buyer" means the person whose order for the Services is accepted by the Seller; "Conditions" means the standard terms and conditions of sale set out in this document; "Contract" means any contract between the Seller and the Buyer for the purchase and sale of the Services; "Fees" means the fee to be charged by the Seller for the Services. "Services" means the Services as more specifically set out in Schedule 1 in accordance with these Conditions; "Seller" means Podium Solutions Limited Registered Address 6th Floor, 8 Exchange Quay, Salford Quays, Manchester, M5 3EJ, Company Number 05143366, Registered VAT number 838546100 "Writing" includes facsimile transmission, e-mail and comparable means of communication 2 Basis of the sale The Seller shall sell and the Buyer shall purchase the Services in accordance with any order of the Buyer which is accepted by the Seller, subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made, or purported to be made, by the Buyer. No variation to these Conditions shall be binding unless agreed in Writing by a director of the Seller. The Seller’s employees or agents are not authorised to make any representations concerning the Services unless confirmed in Writing by a director of the Seller. All descriptions or illustrations contained in the Seller’s sales literature or website are given for the sole purpose of giving an approximate idea of the Services described in them and do not form part of the Contract. 3 Order and Specifications (i) No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative or (if earlier) the Seller delivers the Services to the Buyer. (ii) The description of any specification for the Services shall be those set out in the Seller’s invoice. The Buyer shall be responsible for ensuring the accuracy of the terms of any Order and for giving the Seller any necessary information relating to the Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. (iii) The Buyer shall be responsible for ensuring that the Services comply with all local laws, regulations and codes in all countries where the Buyer’s website is displayed. The Buyer shall ensure that any necessary licences or permissions to use any third party material have been obtained. The Buyer shall indemnify the Seller against any and all liability, loss, damages, claims, costs and expenses awarded against or incurred by the Seller in connection of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, which results from the Seller’s use of and from material posted or information contained on the Buyer’s website or arising out of any claim, demand or action alleging that the Services arising out of the Order are contrary to any law, code or regulation in any court. 4 Price of Services (i) The price of the Services shall be the price set out in the Seller’s quotation either as set out on the website promoting the service or as confirmed within correspondence between the seller and the buyer. The Seller reserves the right, by giving notice to the Buyer at any time, to increase the price of the Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller or any change in delivery dates, or specifications for the Services which is requested by the Buyer, or any delay caused by any instructions, information or authorisations of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. (ii) The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller. 5 Terms of Payment (i) The Buyer shall pay the Seller the Fees in accordance with the agreed price. The buyer will provide the seller with credit card or debit card details to allow the seller to carry out a transaction for the deposit of 50% of the setup costs. The card detail will be kept securely on record for the remainder of the setup payment to be taken when the seller deems the setup to be complete. The same card will be used to process any ongoing payments for the costs of hosting and support. Alternative cards may be used by mutual agreement. In the event that a card becomes invalid an alternative card must be provided for the continuation of services. For the Trolleytech lite product the total setup cost will be debited at the time of sign up. (ii) The Seller shall be entitled to invoice the Buyer for the price of the Services on or at any time after delivery of the Services and the Buyer shall pay the price of the Services without any set-off or other deduction immediately upon receipt of the Seller’s invoice. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request. (iii) If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to; (a) cancel the Contract or suspend any further delivery of the Services to the Buyer; and (b) charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 2% per annum above HSBC Bank plc’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. (iv) All costs, charges and expenses incurred by the Seller in recovering any debt due by the Buyer shall be paid by the Buyer on a full indemnity basis. 6 Delivery (i) Delivery of the Services shall vary depending on the type of service selected as specified in Schedule 1. (ii) The Buyer shall be provided with a royalty free license upon payment of the Fees, to use the Services. Such Licenses shall be terminated immediately in the event the Buyer fails to pay the Fees in full. 7 Warranties and Liabilities (i) Subject to the conditions set out below the Seller warrants that the Services will correspond with their specification. (ii) Without prejudice to the generality of the foregoing the above warranty is given by the Seller subject to the following conditions: (a) the Seller shall be under no liability in respect of any defect in the Services arising from any information request or specification supplied by the Buyer or a delay caused by the Buyer or a third party that is used in the supply of the Services; (b) the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Services has not been paid by the due date for payment; and (c) the Buyer acknowledges that the Seller has no control over third party search engines and as such the Seller shall not be liable for any change in search engine rules of inclusion or change to index listings which results in the Buyer’s website being removed from search engine listings or for total loss of position/ranking on any search engine. (d)No refunds will be given where historic positions have been achieved. (iii) Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services except as expressly provided in these Conditions. Notwithstanding the generality of the aforesaid, the Seller expressly excludes liability for any damage or corruption to the Buyer’s website, software, data or otherwise which occurs following the provision of the Services. (iv) The total liability of the Seller in contract, tort or howsoever arising shall be limited to the Seller’s charges for the Services. No arrangement to refund the Buyer the price of the goods or a proportionate part of the price shall be binding on the Seller unless agreed in Writing by a director of the Seller. (v) The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, such causes shall include, an act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance, or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party). 8 Insolvency of Buyer (i) This clause applies if: (a) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or (b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or (c) the Buyer ceases, or threatens to cease, to carry on business; or (d) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; (ii) If this clause applies, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. 9 Non Soliciation The buyer (including its subsidiaries or associated companies, employees and agents) hereby agrees and undertakes that it shall not induce or attempt to persuade, directly or indirectly, any employee of the Seller, its subsidiaries or associated companies, to leave his/her employment and/or accept employment or engagement with it both for the duration of any contract subject to these Conditions and for a period of 12 months following completion of such contract or termination thereof by either party. The Buyer hereby agrees and undertakes to indemnify the Seller against any loss it may incur as a result of a breach of this provision. 10 Cancellation To cancel the agreement the buyer agrees to inform the seller in writing giving one months notice, there is no right to cancel for the first twelve months of the site going live. 11 Intellectual Property Rights (i) The Seller owns the intellectual property rights in its software and database and the Buyer shall have no right to access or use the source code of the Seller’s software. The Buyer agrees that it shall not attempt to reverse compile, decompile, disassemble or reverse engineer the Seller’s software nor shall it amalgamate, amend, incorporate, modify, reproduce, translate or otherwise alter the same into or with any other software or use the same in conjunction with any other software. The Buyer shall not attempt to make any part of the Seller’s software available or otherwise allow access to the same to any third party except as required by law. In addition, the Buyer shall not use the Seller’s software for the benefit of any third party or in the business of website consultancy. 12 General (i) Podium Solutions Limited reserve the right to promote websites developed by Podium Solutions Limited as part of their portfolio and their promotional activities. Including the placement of links unless mutually agreed otherwise (ii) Podium Solutions Limited reserve the right to alter these terms without notice, and whilst every effort is made to be accurate and up to date, errors and omissions are excluded. (iii) All work carried out and company requirements remain subject to client confidentiality. 13 Non Competition Clause In accordance with the Data Protection Act the seller will not use any information gathered by the buyer for the purpose of attracting additional customers for any of the seller’s services without the express permission of the individual/organisation. IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE TERMS AND CONDITIONS BEFORE PAYING ANY INVOICES. RECEIPT OF ANY PAYMENT OR PAYMENT OF ANY INVOICES WILL BE DEEMED TO BE ACCEPTANCE OF THE TERMS AND CONDITIONS AND THAT YOU WISH TO BE BOUND BY THE TERMS AND CONDITIONS. IF THERE ARE ANY TERMS THAT YOU DO NOT UNDERSTAND OR DO NOT WISH TO AGREE CONTACT PODIUM SOLUTIONS LIMITED