Terms & Conditions

1) PARTIES

THIS AGREEMENT IS MADE BETWEEN:

(a) ACCENT SOFTWARE LTD

having its registered office at:

55-57 Marine Rd, Prestatyn, Denbighshire.

(referred to in this agreement as "ACCENT" which expression shall include its Agents, Successors and Assigns).

and

(b)The Customer - details as set out on the confirmation of order.

2) MAINTENANCE TO BE PERFORMED UNDER THIS AGREEMENT.

(a) ACCENT agrees to provide the Customer with maintenance upon the terms and subject to the conditions of this Agreement (those 'Terms and Conditions') for the equipment specified in the schedule(s) ('the Equipment') Terms, conditions or stipulations contained in the customer's purchase order or other form of writing or otherwise stipulated by the customer and which are at variance with or additional to these Terms are not binding upon ACCENT unless specifically accepted in writing by a Director or Contracts Manager of ACCENT.

(b) These Terms and Conditions shall supersede any arrangements, statements or representations or negotiations made or existing between the parties prior to, simultaneously with or subsequent to the execution of this Agreement which shall constitute the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment or modification of these Terms and Conditions shall be effective unless it is in writing and signed or accepted by a Director or Contracts Manager of ACCENT.

3) COMMENCEMENT AND DURATION

(a) Not withstanding the date hereof or any other date referred to herein, the maintenance period shall commence on the effective date as set down in schedule B and schedules hereto.

(b) This Agreement shall be valid for the period as set out in the schedule hereto from the effective date to the termination date and shall thereafter be automatically renewed unless notice to the contrary shall be given by either party in writing, such notice shall be not less than ninety (90) days prior to any anniversary.

4) ACCESS TO THE EQUIPMENT

ACCENT shall have full and free access to the Equipment, during hours of cover specified in Schedule B, in order to carry out its obligations under this Agreement.

5) CHARGES

(a) Maintenance Charges for items in the schedule are payable by standing order in advance on a calendar month basis.

(b) Maintenance Charges listed in the schedule may be subject to an increase on no less than ninety (90) days prior written notice from ACCENT.

(c) The Maintenance Charges payable in terms of this agreement are based on services provided during the working hours as set out in Schedule B.

(d) All charges herein before referred to are exclusive and net of any taxes, duties or such other additional sums including, but without prejudice to the foregoing generality, Value Added Tax, excise tax, tax on sales, property or use, import or other duties, whether levied in respect of this Agreement, the Equipment its use or otherwise.

(e) ACCENT shall charge for services requested by the customer which are not specifically covered by this Agreement and recorded in Schedule B.

(f) If payment of the agreed price or if any other sum payable by the Customer to ACCENT is not paid by the due date, ACCENT may suspend the supply of goods or services and determine any unexpired contract with the Customer without prejudice to any other remedies which ACCENT may have. ACCENT reserves the right to enforce payment.

(g) ACCENT reserves the right to charge interest on all sums not paid by the due date stated. Interest will be calculated from the due date on a daily basis at the rate of 4% per annum above the then current base rate of National Westminster Bank Plc.

6) INTERPRETATION

(a) The Agreement shall be interpreted in accordance with English Law and subject to the sole jurisdiction of the English Courts.

(b) The headings are for reference only and are not intended to be part of or affect the meaning or interpretation of any of these terms and conditions.