1.            Definitions and Interpretation

1.1          The following are the standard terms and conditions under which AEL Microsystems Limited (“the Company”) sells computer hardware, licences computer software and supplies related hardware and software design services.  These Terms and Conditions shall, unless otherwise expressly stated in writing, apply to the subject matter of any agreement in respect thereof.

1.2          In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Acceptance Certificate”

means a document to be used in conjunction with the supply of Products to be signed by the Customer on delivery indicating their acceptance of that delivery;


means any agreement entered into between the Company and a Customer to which these standard Terms and Conditions apply. ;


means the individual, business, or other organisation with whom the Company contracts;


means any individual, business or organisation who supplies  the Company with any products or services including but not limited to the Products and Services;


means computer hardware, software together with any other associated equipment that may be supplied to the Customer by the Company under the Agreement; and


means any service supplied to the Customer by the Company under the Agreement.

1.3          Any reference to a day or days refers to business days – that is any day which is not a weekend or public or bank holiday in the United Kingdom.

1.4          The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

1.5          Words in the singular shall include the plural and vice versa.

1.6          A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)

1.7          Any obligation in these terms and conditions placed on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

2.            Customer Orders

Customer orders shall constitute an offer and if accepted by the Company, the contract entered into between the Customer and the Company shall be subject to these Terms and Conditions and to the availability of all relevant Products and Services.

3.            Price Lists

3.1          Price lists, catalogues and any other promotional material supplied by the Company do not constitute contractual offers capable of acceptance.  Subject to sub-clause 4.3 of these Terms and Conditions, prices shown in any such materials are subject to change at any time prior to the entry by the Company and the Customer into an Agreement.

3.2          Nothing in clause 3.1 prevents the Company from varying the prices chargeable to the Customer in respect of the Agreement as otherwise allowed under the Agreement or these terms and conditions.

3.3          There shall be added to the price of the Goods or Services any value added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or sale or delivery of the Goods or performance of the Services (whether initially charged on or payable by the Company or the Customer).

4.            Quotations

4.1          Any and all quotations given by the Company to the Customer are deemed to be subject to these Terms and Conditions and shall be valid for 30 days unless otherwise stated on the quotation.

4.2          The Company reserves the right to withdraw or amend any quotation prior to entering the Agreement.

4.3          The Company reserves the right to withdraw or amend any quotation following the entering of the Agreement where:

4.3.1     products or services (including the Products or Services) are withdrawn by a Supplier;

4.3.2      the cost to the Company of raw materials, fuel, and power, transport, labour, purchasing or obtaining the Products together with all other costs associated with the provision of the Goods or Services are increased for any reason whatsoever; or

4.3.3     the specification of the Products or Services (or of products and services necessary for the provision of the Products and Services) are varied by a Supplier.

5.            Product Specifications

5.1          The Company shall use reasonable endeavours to advise the Customer of variations to the specification of the Products following formal notification to the Company of such variations by a Supplier.

5.2           Where changes to the Product specifications materially affect the Product’s fitness for the Customer’s particular purpose, the Company may at its sole discretion take such reasonable measures as are necessary to supply an alternative Product to the Customer. The provisions of these terms and conditions particularly relating to variation of the price payable due to increased costs will be applicable.

5.3          Changes to Product specifications shall not provide grounds for cancellation, termination, recission or repudiation of the Agreement unless such cancellation, termination, recission or repudiation is agreed upon in writing by the Company and the Customer.

6.            Hardware and Software Products

6.1          Products shall be supplied by the Company on the terms and conditions of use for such Products as defined by the Suppliers at the time of delivery (if any).

6.2          The Company gives no warranty to the Customer in respect of a Product that is purchased by the Company from a Supplier for resale to the Customer but shall take reasonable steps to assist the Customer in pursuing warranty claims against the relevant Supplier.

6.3          Unless otherwise specified in the Agreement, the Company shall only deliver non-modifiable and executable run-time versions of any software.

6.4          The Customer must comply with the terms of any applicable Supplier’s software licenses.

7.            Delivery and Acceptance

7.1          Unless it is agreed otherwise delivery shall be to the Customer’s address as specified in the Agreement.

7.2          Any dates specified in the Agreement for the delivery of the Goods or the carrying out of the Services are approximate only and, unless otherwise expressly stated, time is not of the essence. The Company will not be liable in any circumstance for the consequences of any delay in delivery or performance or failure to deliver or perform.

7.3          No delay shall entitle the Customer to reject any delivery or performance or any further instalment or part of the Agreement or to repudiate the Agreement.

7.4          The Company shall not be liable for any shortfalls in delivery or variation from the Product specification on delivery unless a claim in writing is made by the Customer and received by the Company within 7 days of delivery.

7.5          In circumstances where the Company has attempted to physically deliver Products to the Customer and the Customer is unable or unwilling to accept such delivery, the Customer will be charged for the cost of the failed delivery in addition to any and all subsequent attempts.  If the Customer is unable to accept delivery, a new date shall be set by mutual agreement of the parties.  If the Customer is unwilling to accept delivery, the parties shall seek to vary the Agreement as appropriate by mutual agreement or the Customer shall seek to cancel the Agreement in accordance with Clause 18 of these Terms and Conditions.

7.6          Where the necessity for such has been agreed in advance and not otherwise the Customer shall sign the Company’s Acceptance Certificate stating on signature if there are any Products which have not been delivered in accordance with the Order and stating if any of the Services have not been carried out satisfactorily. . [If specifically requested to do so, the Customer must test the Products to ensure they are to his reasonable satisfaction before signing the Acceptance Certificate, and signing the Acceptance Certificate will confirm that he has done the same]

7.7          Acceptance of a delivery requiring an Acceptance Certificate is deemed to occur on the signing of the Certificate on the date of delivery, which date shall be recorded on the Certificate.

7.8          The Company shall on the signing of the Acceptance Certificate be entitled to invoice the Customer.

7.9          If, as a result of defects or omissions in a delivery of Products or the provision of Services, the Customer does not sign a required Acceptance Certificate, the Company will investigate the issue. If there are found to be material defects or omissions in the delivery of the Products or Services  further work may be agreed between the parties to remedy such defects, and the Company shall use reasonable endeavours to ensure that the work is done promptly.  If, in the reasonable opinion of the Company the Products and Services supplied correspond to the specifications agreed between the parties in the Agreement, then the Company shall have at its sole discretion the options of demanding payment in accordance with the Agreement, carrying out any remedial actions that would rectify the issues the Customer has highlighted (and at the Customer’s sole expense), repaying such parts of the Price as would be attributable to those parts of the products or services which are or may be defective, or taking any other action is it reasonably considers to be appropriate in the circumstances.

7.10       If, as a result of defects or exclusions in a delivery of Products or the provision of Services, the Customer does not sign a required Acceptance Certificate and subsequently uses the Products or the results of Services provided without prior Agreement as to any remedial work on the part of the Company then the Customer is deemed to have accepted the same.

8.            Warranties and Liabilities.

8.1          Subject to Clause 6.2 of these Terms and Conditions and in respect of  a Product which is produced by the Company or Services provided directly by the Company (as opposed to being produced or supplied by a Supplier), the only warranty given by the Company to the Customer is that the Company shall in accordance with normally accepted professional standards make good as quickly as is reasonably possible and at its own expense any defects identified on any relevant Acceptance Certificate or which develops during a period of 30 days after delivery of the Products or performance of the Services.

8.2          The Company does not warrant that the Products are free from minor errors not materially affecting performance.  Such errors shall not be rectified in the absence of a prior written agreement to the contrary.

8.3          The undertaking given in this Clause shall not apply if the Product has been altered by any party other than the Company or has been operated or run on any platform or in any environment inappropriate for the Product.

8.4          The Customer’s remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Products or Services or any workmanship in relation to them (whether or not involving negligence on the part of the Company) shall, in all cases, be limited to repair, replacement, reperformance or refund of the purchase price as aforesaid and any condition or warranty implied by law shall cease to apply within a period of 30 days from the date of delivery of the Product.

8.5          A claim in respect of any defect or failure to comply with the specification or in respect of any delivery or instalment of any Order or any part of it shall not entitle the Buyer to cancel or refuse delivery of or payment for any other Order, delivery or instalment or any part of the same Order, delivery or instalment.

9.            Return of Products

9.1          Subject always to the provisions of clause 18, should the Customer wish to return the Product(s) for whatever reason, the Company shall have a sole and absolute discretion as to whether or not to accept such a return.

9.2           Subject to clause 9.1, in order for the Products to be returned, the Customer must

9.2.1     advise the Company within 5 days from the date of delivery of the Products by the Company of the reason(s) for the return of the Products;

9.2.2     obtain a returns code and from the Company prior to any return of Products;

9.2.3     complete and return to the Company the returns form to arrive at the Company within 7 days from the date of delivery of Products by the Company;

9.2.4     properly pack the Products in the original packing where it is possible, practicable and safe so to do and to include a list detailing the returned Products;

9.2.5     return the Products in the condition in which they were received to arrive at the Company within 14 days from the date of delivery of Products by the company; and

9.2.6     take no action to effect any warranties that may cover the Products.

9.3          The Company shall be entitled to levy to the Customer a reasonable administration charge in respect of return of Products and the Customer shall pay the same to the Company within 14 days of invoice.

10.         Title and Risk

10.1       Risk of loss or damage in respect of any tangible item shall pass to the Customer on despatch or upon collection of the item by the Customer or his agent.

10.2       The legal ownership of Products and/or associated material supplied as part of all Products and/or Services supplied by the Company to the Customer shall remain with the Company until the Customer has paid in full all the debts it owes to the Company including:

10.2.1  monies owed for the Products and Services in question;

10.2.2   monies owed for any other Products or Services; or

10.2.3  monies owed for any other reason whatsoever.

10.3       Until title to the Products passes to the Customer in accordance with clause 10.2, the Customer shall, where the usefulness of the Products would not be completely nullified by such a requirement, keep the Products separately and readily identifiable as the Company’s property.

10.4       Any resale by the Customer of Products in which property has not passed to the Customer shall (as between the Company and the Customer only) be made by the Customer as agent for the Company

10.5       Products shall be deemed sold or used in the order delivered to the Customer.

10.6       Until payment is received in accordance with clause 10.2 the Company may without prejudice to any of its rights recover or resell any of the Products and/or associated material and may enter upon the Customer’s premises by its servants or agents for that purpose.

10.7       Where a licence shall be granted by a Supplier and/or the Company to the Customer then the Customer shall not have the benefit of the licence until payment in full has been received by the Company.

11.         Charges

11.1       The Company shall render to the Customer an invoice or series of invoices in pounds sterling pursuant to the supply of Products and Services.

11.2       Unless the Agreement specifically states otherwise, Charges specified in the Agreement do not include Value Added Tax which, if applicable, shall be added at the rate in force at the time of supply.

11.3       Unless otherwise specified in the Agreement and subject to the requirement of an Acceptance Certificate as detailed in Clause 7 of these Terms and Conditions:

11.3.1  all Products shall be invoiced on the date of despatch to the Customer or collection of Products by the Customer or his agent; and

11.3.2  all Services shall be invoiced in full and in advance.

11.4       Without prejudice to any other rights the Company may have in respect of any failure by the Customer to pay the charges or other monies payable pursuant to the Agreement, the Company may charge interest on any overdue amount at the rate of 2% above the base rate of the Bank of England from time to time in force (compounded daily), before as well as after obtaining any judgement until the overdue amount is received in full.

11.5       In the case of supply to a Customer outside the UK the Customer shall be responsible for all import levies, customs duties or other similar taxes of whatever nature.

11.6       Where travel and subsistence expenses are incurred by the Company, these expenses and such expenses as surcharged shall be payable to the Company by the Customer within 30 days of being invoiced together with a 5% additional administration charge.

12.         Payment

12.1       The time stipulated for payment (whether in the main agreement between the parties, or stipulated in the invoice itself or as may otherwise be stipulated by the Company) shall be of the essence and failure to pay within the period specified shall, in the absence of a written explanation from the Customer that has been duly accepted by the Company at its sole discretion as being an acceptable and remediable explanation for the Customer’s failure to pay, render the Customer in material breach of the Agreement.

12.2       Where contract work is to be carried out over a period in excess of one month, the value of work carried out shall be ascertained by the Company at the end of each month and (unless the Agreement expressly provides otherwise) a sum equal to such value (or any percentage thereof as may be specified in the Agreement) shall be invoiced and such invoice shall be paid in accordance with the provisions in these terms and conditions.

12.3       All payments must be paid without deduction or set-off.

12.4       Failure to pay any invoice in accordance with these terms and conditions or other terms as may be specified in the Agreement shall entitle the Company to suspend further deliveries and work both on the same order and on any other order from the Customer without prejudice to any other right the Company may have.

12.5       Sums due shall be payable in Pounds Sterling within any other period stated for a particular charge or invoice but in any event no later than 30 days of the invoice date.

12.6       If payment of any invoice is otherwise due it shall become automatically due immediately on the commencement of any act or proceeding in which the Customer’s solvency is involved.

12.7       The Company reserves the right, where genuine doubts arise as to the Customer’s financial position, or in the case of the Customer defaulting on any payment obligations it owes to any other party under a commercial contract of any kind whatsoever, to suspend delivery or performance of any order or any part or instalment without liability until payment or satisfactory security for payment has been provided.

13.         Customer’s Obligations

13.1       During the continuance of the Agreement the Customer shall:

13.1.1  provide, free of charge, reasonable usage of machine time, communications, stationery, media, suitable working accommodation and access as is deemed necessary by the Company to fulfil the Agreement and shall provide an appropriate environment or platform to enable the Company to provide the Services or test run any Product and, in particular, the Customer warrants to the Company that the Customer shall provide an environment physically, technologically and safely capable of receiving the Services or Products;

13.1.2  furnish the Company promptly upon receipt of a request such information as the Company may reasonably require for the provision of the Services;

13.1.3  nominate prior to the provision of any of the Services under the Agreement an authorised representative to be its prime point of contact with the Company during the continuance of the Agreement;

13.1.4  ensure the accuracy and validity of all data and technical information provided to the Company;

13.1.5  allow the Company reasonable access to its employees for the purpose of investigation and discussion in connection with the Agreement and ensure that its employees cooperate fully with the Company in relation to the provision of the Services;

13.1.6  provide free and safe access to the Location as is deemed necessary by the Company to comply with its obligations under the Agreement;

13.1.7  inform the Company and its employees of any and all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises;

13.1.8  obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services, the installation of the Company’s equipment, the use of input material and the use of the Customer’s equipment in relation to the Company’s equipment insofar as such licenses, consents and legislation relate to the Customer’s business, premises, staff and equipment in all cases before the date on which the Services are to start;

13.1.9  The Customer shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, and failure to perform or delay in the performance of any of its obligations under the Agreement; .and

13.1.10ensure that equipment provided by the Company for the purpose and provision of the Agreement shall not be modified, changed or removed without prior written permission of the Company. Where such equipment is modified, changed or removed then the cost of restoring or replacing the equipment shall be recovered from the Customer.

14.         Performance

14.1       The Company shall use reasonable endeavours to comply with any day or dates for despatch or delivery of the Products and for the supply of Services stated in the Agreement.

14.2       When expedited delivery is requested by the Customer and agreed to by the Company and this necessitates overtime or other additional costs, the Customer shall reimburse the Company for the amount of such overtime payment or other costs and shall pay the same within 30 days of receiving the invoice in respect of the same.

14.3       If performance of the Agreement is suspended at the request of or delayed through default of the Customer including, but without prejudice to the generality of the foregoing, incomplete or incorrect instructions, or refusal to accept delivery of the Products or Services for a period of 30 days, the Company shall be entitled to payment at the then prevailing rates for any Services already performed together with payments at the then prevailing rates for any Products supplied or ordered and any other additional costs thereby incurred and the Customer shall pay such sums within 30 days of receiving the invoice.

15.         Business Associates and Delegation

15.1       The Company may assign or subcontract any of its obligations or responsibilities arising out of the Agreement as it sees fit and without giving notice to the Customer.  Performance by such associates shall for the purposes of the Agreement be deemed to be performance by the Company.

15.2       The Customer may not assign or transfer the benefit or burden of the Agreement in any way.

15.3       At the written request of the Customer the Company may, at its sole discretion, agree to novation of the Agreement.  Such agreement must be evidenced in writing.

16.         Proprietary Rights

16.1       As between the Customer and the Company, all Intellectual Property Rights and all other rights in the Products shall be owned by the Company. Subject to clause 16.2 the Company licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Products  and the Services. If the Agreement is terminated, such a licence will automatically terminate.

16.2       The Customer acknowledges that, where applicable intellectual property rights are owned by the Supplier or by any other third party not being the Company, the Customer’s use of rights in the Products or Services is conditional on the Company obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Company to license such rights to the Customer.

17.         Liability – The Customer’s attention is particularly drawn to the contents of this clause.  

17.1       The following provisions set out the Company’s entire liability (including any liability for the acts and omissions of its employees) to the Customer in respect of:

17.1.1  any breach of its contractual obligations arising out of the Agreement; and

17.1.2  any representation, statement or tortious act or omission, including negligence arising out of or in connection with the Agreement.

17.2       the Company’s liability to the Customer for death or injury resulting from the Company’s negligence  (including its employee’s negligence) shall not be limited;

17.3       any act or omission on the part of the Company potentially giving rise to a liability to the Customer and falling within this clause is referred to in the remainder of clause 17 as an “Event of Default”.

17.4       subject to the limit set out below the Company shall accept liability to the Customer in respect of damage to the tangible property of the Customer resulting from the negligence of the Company or its employees or the breach of contract by the Company.

17.5       Subject to the provisions of clause 17.4 the Company’s entire liability in respect of any Event of Default shall be limited to the value of the specific individual agreement between the Company and the Customer the breach or performance of which gave rise to the Event of Default.

17.6       the Company shall not be liable to the Customer in respect of any Event of Default for loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) whether or not such loss was reasonably foreseeable or the Company had been advised of the possibility of the Customer incurring the same. If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under the Agreement; and

17.7       the Company shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon the Company within [one year] of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

17.8       The Customer hereby agrees to afford the Company not less than 30 days following the Company’s actual receipt of a written notice from the Customer confirming the same in which to remedy any Event of Default in any manner that the Company at its sole discretion sees fit.

17.9       Nothing in this clause shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.

18.         Cancellation of Order

Subject to clause 9, the Customer shall not be entitled to cancel any order for Product(s) and/or Service(s) or any part thereof which the Company has received and accepted (acceptance by the Company shall be assumed on receipt unless its immediate subsequent actions indicate or imply otherwise) except upon terms which reimburse the Company for loss of Profit and all costs, charges and expenses incurred by the Company in respect of the Product(s) and/or Service(s) or any part thereof up to the date of receipt by the Company of written notification of cancellation from the Customer.

19.         Termination

19.1       Without prejudice to any other provision contained within these Terms and Conditions or of any Agreement the Company may at its sole discretion terminate any  of the Agreements individually or every Agreement between itself and the Customer by notice in writing in any of the following events:

19.1.1  the Customer commits a material breach of an Agreement which is incapable of remedy; or

19.1.2  the Customer commits a material breach which is capable of remedy but which the Customer fails to remedy within 14 days of written notice by the Company specifying the event of default and requiring its remedy.

19.2       The Company may by notice in writing to the Customer terminate the Agreement if the other shall have a receiver or liquidator appointed, shall pass a resolution for winding up (otherwise than for the purpose of amalgamation or reconstruction), if a Court shall make an order to that effect, if the Customer shall enter into composition or arrangement with its creditor(s) or shall become insolvent or bankrupt or if the Customer takes or suffers any similar action in consequence of debt or if the financial responsibility of the Customer shall, in the reasonable opinion.  Such an event shall be deemed to be a material breach incapable of remedy.

20.         Consequences of Termination

20.1       Any termination of the  Agreement howsoever caused shall not affect any accrued rights or liabilities of either the Company or the Customer arising out of the Agreement;

20.2       On termination of an Agreement for any reason, the Customer shall return forthwith to the Company the Products and all copies thereof, the documentation and the media supplied therewith and other items in the possession of the Customer which are the property of the Company.

21.         Intellectual Property Indemnity

21.1       The Company shall indemnify and hold the Customer and its employees from and against all loss and damage and cost and expense resulting from or arising out of any threatened or actual infringement of patents, copyright, registered designs or other intellectual property rights belonging to any party provided that the Customer shall:

21.1.1  notify the Company in writing of any allegation or infringement;

21.1.2  make no admission without the Company’s consent; and

21.1.3  at the Company’s request allow the Company to conduct and/or settle all negotiations in or prior to litigation and give the Company all reasonable assistance in respect thereof.

22.         Confidentiality

22.1       The Customer shall keep confidential and shall not in any way disclose to any third party any and all information which is inherently of a confidential nature and pertaining to the Products, Services or the Agreement itself (including but not limited to any software, source code, object code, together with anything else specifically stated by the Company to be confidential (whether orally or in writing) in entering the Agreement:


22.2       The provisions of this Clause 22 shall not apply to:

22.2.1  any disclosure of the information contained in Clauses 22.1. for which the written agreement of both parties has been obtained;

22.2.2  any information in the public domain otherwise than as a result of a breach of the Agreement;

22.2.3  information that was already in the possession of the receiving party prior to disclosure by the other party;

22.2.4  any disclosure of the Information which is required by any applicable law or by any supervisory body to whose rules the Company or the Customer is subject or with whose rules it is necessary for it to apply; and

22.2.5  information obtained from a third party who is free to divulge the same.

22.3       The Customer may divulge confidential information only to those employees who are directly involved in the use of the Product(s) and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.

22.4       The obligations of the parties as to disclosure and confidentiality shall come into effect on the signing of the Agreement and shall continue in force notwithstanding the termination of the Agreement.

23.         Health and Safety

23.1       The Customer shall take all necessary precautions to ensure the health and safety of the Company’s employees while on the Customer’s premises.

23.2       The Customer agrees to pay due regard to any information or any revised information whenever supplied by the Company (and is deemed to have been given adequate information and to have read and understood it) relating to the use for which the Products are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work or when they are being dismantled or disposed of, and the Customer undertakes to take such steps as may be specified by the above information to ensure that, as far as reasonably practicable, the Products will be safe and without risk to health at all times as mentioned above.  For these purposes, the Customer is deemed to have been given a reasonable opportunity to test and examine the Products before delivery.

23.3       The Company shall not be liable to the Customer in any civil proceeding brought by the Customer against the Company under any Health and Safety Regulations, except where such exclusion of liability is prohibited by law.

23.4       The Customer shall indemnify and keep indemnified the Company in respect of any liability, monetary penalty or fine in respect of or in connection with the Product(s) and Service(s) incurred directly or indirectly by the Company under any Regulations, orders or directions made thereunder arising or resulting from any default by the Customer.

24.         Notices

24.1       Any notice pursuant to the Agreement shall be in writing and be validly signed by the Customer (acting in person or by a duly authorised signatory), or be signed by a Director of the Company or by some person duly authorised by a Director of the Company as applicable and shall be delivered personally, sent by prepaid recorded delivery (airmail if overseas) or by facsimile transmission to the party due to receive such notice at the address of the party as shown in the Agreement or to such other address as shall be notified in writing to the other party to the Agreement form time to time.

24.2       Any notice delivered personally shall be deemed to be received when delivered.  Any notice sent by prepaid recorded delivery shall be deemed (in the absence of evidence of earlier receipt) to be received 48 hours after posting (6 days if sent by airmail).  In proving the time of despatch it shall be sufficient to show that the envelope containing such notice was properly posted.

24.3       Any notice sent by facsimile transmission shall be deemed to have been received upon receipt by the sender of the correct transmission report.

25.         Arbitration

Subject to the agreement of the parties, if any dispute or difference shall arise between the Company and the Customer on any matter relating to or arising out of the Agreement, such a dispute shall be referred to the arbitration of a single Arbitrator to be agreed upon by the parties or failing agreement to be appointed by the then President of the Law Society of England and Wales.

26.         Waiver

The rights and remedies of either party under the Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the other party nor any failure or delay by the other party in asserting or exercising any such rights or remedies.

27.         Severance

If at any time any one or more clause, sub-clause, paragraph, subparagraph or any other part of the Agreement or these Terms and Conditions is held to be, or becomes, void or otherwise unenforceable for any reason under any applicable law the same shall be deemed omitted and the validity and/or enforceability of the remaining provisions of the Agreement or these Terms and Conditions shall not be affected or impaired in any way thereby.

28.         Variation

No variation in the provisions of the Agreement shall be of any effect unless made in writing and signed on behalf of the Customer and the Company.

29.         Force Majeure

29.1       In the event that either party is prevented from fulfilling its obligations under the Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 30.2) the party shall not be deemed to be in breach of its obligations under the Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.

29.2       Sub-clause 30.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.

29.3       If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.

30.         Non Solicitation

Neither the Customer nor the Company shall during the term of the Agreement and for a period of 6 months thereafter solicit or entice away or endeavour to solicit or entice away from the other any employee who has provided the Services under the Agreement without the written consent of the other.

31.         Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of England and Wales.  Any dispute concerning it or its interpretation shall be settled in the English Courts under that court’s exclusive jurisdiction. .