Terms & Conditions

Background

This Agreement (the “Agreement”) sets out the terms and conditions (the “Conditions”) on which Centiq Limited (“Centiq”) will provide services (the “Services”) as set out in the applicable statement of work (the “Statement of Work”) to the customer (the “Customer” being the entity set out in the Statement of Work).

These Conditions apply to the Agreement and any agreed Statement of Work to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

The Services will be delivered by Centiq, in consideration for which, the Customer undertakes to pay Centiq the fees as agreed in the Statement of Work (the “Fees”).

Terms and Conditions

1. Customer and Centiq agree that:-

(a) Centiq shall supply the Services to the Customer in accordance with the agreed Statement of Work in all material respects;

(b) Centiq shall use commercially reasonable endeavours to meet any performance timelines specified under the Statement of Work but any such timelines shall be estimates only and time shall not be of the essence for the performance of the Services;

(c) Centiq warrants to the Customer that the Services will be provided using reasonable care and skill. In the event the Customer obtains third party support, Centiq shall not be liable for any costs or damages for such third party support; and

(d) in the event the Customer identifies any non-conformity with the Services and which are directly attributable to the actions and/or omissions of Centiq, it shall promptly notify Centiq of any such non-conformities and Centiq shall use reasonable endeavours to rectify the non-conformity within a reasonable time frame from the date Centiq received the complaint.

2. The Customer shall:

(a) co-operate with Centiq in all matters relating to the Services including, but not limited to, ensuring that remote access is in place, if applicable;

(b) provide Centiq in a timely manner with all such information and materials as Centiq may reasonably require in order to supply the Services, and to ensure that such information is accurate in all material respects. In the event that the Customer has not supplied the required information before Centiq commences the Services, Centiq shall not be held liable for the use of such Services;

(c) obtain all necessary licenses, permissions, consent and applicable software and systems which may be required before the date on which the Services are to start;

(d) appoint a designated manager who manages any escalation and who shall be the key person for Centiq to co-ordinate with;

(e) promptly respond to escalation issues and correspond such issues to Centiq in a timely manner; and

(f) sign a Customer satisfaction certificate after each deliverable (“Deliverable” being those specified in the Statement of Work) has been delivered, certifying that the Deliverable has been completed.

3. In consideration of the performance of the Services:

(a) Customer shall pay to Centiq the Fees, in accordance with the Statement of Work. Unless otherwise agreed, the Fees are on a time and materials or fixed-price basis and are exclusive of any Value Added Tax and travel-related expenses; and

(b) invoices will be raised either after each Deliverable has been delivered and completed or as set out in the Statement of Work and shall be accompanied by timesheets and an expenses report. All invoices shall be payable 30 days from date of invoice and time for payment shall be of the essence under this Agreement.

4 Confidential Information

A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its Services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to its employees, agents or subcontractors who to know for the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 4 shall survive termination of the Agreement.

5. Termination

(a) Either party may terminate a Statement of Work by giving 15 working days’ notice to the other without penalty. If less than 15 working days’ notice is given by the Customer, the Customer will pay a fee equivalent to the lessor of (i) fifty per cent (50%) of the total agreed Fee or (ii) the remainder of the Fee. On termination of this Agreement, the Customer shall be liable to pay to Centiq all the Fees incurred for the Services provided up to the date of termination.

(b) Clauses 3,4,5 and 6 shall survive termination of this Agreement.

6. Liability

(a) Nothing in this Agreement excludes either party’s liability for: (i) death or personal injury; (ii) fraudulent pre-contractual misrepresentations made by that party on which the other party can be shown to have relied; or (iii) any other liability which by law cannot be excluded;

(b) neither party shall be liable to the other for any loss of profits, business, revenue, goodwill, anticipated savings, data, or for any category of indirect, special or consequential loss or damage; and

7. Governing Law and Jurisdiction

This Agreement is governed by English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.