Terms and Conditions of Trading

1 INTERPRETATION

1.1 In these Conditions “Conditions” means the standard terms and conditions for the supply of services set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between Dx3 and the client. Dx3 means Dx3 Limited. “Client” means the person or organisation who places an order with Dx3 for the provision of the services.

“Services” means any work which the Client requires from Dx3 and which Dx3 is to supply in accordance with these conditions and where the context permits includes the supply of any goods in conjunction with such services.

“Goods” means goods supplied in conjunction with any contract for services under the terms of the contract. “Contract” means the contract for the purchase and sale of the Services. “Continuing Service Contract” means a contract for ongoing services as provided in clause 6.

1.2 Any reference in these Conditions to any provision of a Statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

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

2. BASIS OF THE SALE

2.1 Dx3 shall provide and the Client shall purchase the Services in accordance with any written quotation or estimate of Dx3 which is accepted by the client subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to b accepted by the Client.

2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of Dx3 and the Client.

3. SERVICES

3.1 There shall be no contract between Dx3 and the Client unless and until accepted and confirmed in writing by the authorised representative of Dx3.

3.2 The Client shall be responsible to Dx3 for ensuring the accuracy of any data provided by the Client for inclusion in information to be processed or provided by Dx3.

3.3 Dx3 will use its best endeavours to ensure that any time scales agreed are achieved but any time stated for provision of the services in question shall not be of the essence and Dx3 shall not be liable for any delay in provision of the services however caused.

3.4 No order which has been accepted by Dx3 may be cancelled by the Client except with the agreement in writing of Dx3 and on terms that the Client shall indemnify Dx3 in full against all loss (including loss of profit) costs (including the cost of all time incurred to date plus 25% of the contract price itself whichever is the smaller, and all other costs incurred including disbursements ), and damages, charges and other expenses incurred by Dx3 as a result of cancellation.

3.5 Dx3 is not registered under the Financial Services Act and Dx3 will not give any advice to the Client which could be considered to be regulated by that Act. Clients are recommended to consult an independent registered adviser if they require any such advice.

3.6 All information provided by the Client to Dx3 under the terms of this Contract is confidential and will not be disclosed in full or in part to ant other person without the prior authority of the Client other than as may be required by Statute or due process of law.

3.7 It shall be the sole responsibility of the Client to choose the course of action to be taken in respect of any advice offered by Dx3.

3.8 Where computer programmes are developed specifically for a Client property therein including copyright shall remain solely that of Dx3 unless expressly agreed otherwise in writing.

4. PRICE

4.1 Where a quotation is given by Dx3 this will be the firm price and no other charges will be incurred. Where an estimate is given by Dx3 this is only an indication of the price and the actual cost will be charged. All prices are exclusive of V.A.T. which will be added as appropriate. The Client shall not make any deduction from the price in respect of any set-off or counterclaim including any other monies by Dx3 to the Client.

4.2 If the Client requires the use of any special stationery such as but not limited to invoices ad statements, it shall be the responsibility of the Client to notify Dx3 at the outset that this is the case and to deliver sufficient quantities thereof as and when requested by Dx3. Failing this all stationery used by Dx3 will be charged to the Client as a disbursement.

4.3 Where any disbursements are incurred by Dx3 on behalf of the Client such disbursements will be charged to the Client.

5. TERMS OF PAYMENT

5.1 Dx3 shall be entitled to invoice the Client for the Services at monthly intervals.

5.2 The Client shall pay sums due under any invoice within 7 days of the date of Dx3’s invoice. The time of payment of the price shall be of the essence of the contract.

5.3 If the Client fails to make full payment on the due date then, without prejudice to any other right or remedy available to Dx3 then Dx3 shall be entitled to:

• 5.3.1 cancel the Contract or suspend any further provision of Services;
• 5.3.2 charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 3% above HSBC plc base rate from time to time, until payment in full is made (a part of the month being treated as a full month for the purposes of calculating interest).

5.4 The Client will be invoiced in Sterling and is required to pay such amount n sterling to Dx3 or to such account in England as an authorised representative of Dx3 shall direct.

6. CONTINUING SERVICE CONTRACTS

6.1 Where a contract is for Continuing Services then the following shall apply:

• 6.1.1 The Contract shall be for an initial term of twelve months renewable by the Client at the end of each successful term for a further term of twelve months.
• 6.1.2 Such Contract may be terminated by the Client by giving notice in writing to Dx3 of at least three months terminating not earlier than the expiration of the initial contract term.
• 6.1.3 Such Contract may be terminated by Dx3 at any time by giving one month’s notice in writing to the Client.
• 6.1.4 Where variances are requested by the client to the Continuing Service Contract specification (including but not limited to timescales) such variations must be agreed in writing by Dx3 and Dx3 shall be entitled to make adjustments to the Contract Price and time scales.
• 6.1.5 Dx3 shall be entitled to increase its charges at the end of the initial Contract term and thereafter at any time by giving one month’s notice in writing.
• 6.1.6 All Client’s records shall be kept by Dx3 until completion of the annual audit or completion of any tax returns to which a financial year’s records relate whichever is he later. Records will then be returned to the Client for long term storage.

7 RISK AND PROPERTY

7.1 Risk of damage to or loss of the Goods shall pass to the Client at the time of delivery to the Client.

7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provisions of these Conditions, the property shall not pass to the client until Dx3 has received in cash or cleared funds payment in full of the price of the Goods and all other Goods and Services agreed to be sold or provided by Dx3 to the Client for which payment is then due.

7.3 Until such time as the property in the Goods passes to the Client Dx3 shall be entitled at any time to require the Client to deliver up the Goods to Dx3 and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Goods are stored ad repossess the Goods.

7.4 The Client shall not be entitled to pledge or in any way change by way of security for any indebtedness any of the Goods which remain the property of Dx3 but if the Client does so all monies owing by the Client to Dx3 shall (without prejudice to any other right or remedy of Dx3) forthwith become due and payable.

7.5 Until such time as the property in the Goods pass to the Client, the Client shall hold the Goods as Dx3’s fiduciary agent and bailee and shall keep the Goods properly stored, protected and insured. Until that time the Client shall be entitled to use the Goods in the ordinary course of its business.

7.6 Dx3 shall furthermore be entitled to a lien on any property of the Client in its possession for any liability whatsoever owed by the Client to Dx3.

8 WARRANTY AND LIABILITY

8.1 Dx3 warrants that for all Client data stored on computer it will make copes thereof, update such copies at regular intervals, and keep all such copies in a safe and secure manner.

8.2 Save as provided in these Conditions and to the fullest extent permitted by law al conditions warranties and liabilities whatsoever whether express or implied by statute or otherwise are hereby expressly excluded and Dx3 shall be under no liability for any loss or damage of whatsoever kind however caused or arising but without being limited to any deal or consequential loss or damage provided that nothing herein contained shall be construed as to exclude the liability of Dx3 for any negligence or wilful default of it selves its servants or agents insofar as the same results in death or personal injury.

8.3 Liability of Dx3 other than for death or personal injury shall be limited in the case of Continuing Service Contracts to one month’s fee and in other cases to the contractual sum previously quoted or estimated in writing.

8.4 Any statutory or other penalties imposed for failure of the Client to file its accounts or for any other reason shall be the sole liability of the Client and Dx3 accepts no liability for any such penalty.

9 FORCE MAJEURE

9.1 Dx3 shall not be liable for any failure to perform any obligation under any Contract if such failure is the direct or indirect result of any other matter beyond the control of Dx3 including (but without prejudice to the generality of the foregoing) any act of God, refusal to Grant, suspension or withdrawal of any licence or consent or other act of omission of any government, fire explosion, flood, break down of machinery, strike, lockout, labour dispute, shortage of materials, fuel, components, transport or communications facilities, war or insurrection.

10 INSOLVENCY OF CLIENT

10.1 This clause shall apply if:

• 10.1.1 The Client commits any breach of or any defaults in any of its obligations to Dx3 ; or
• 10.1.2 The Client 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
• 10.1.3 An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Client; or
• 10.1.4 The Client ceases, or threatens to cease, to carry on business; or
• 10.1.5 Dx3 reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and has notified the Client accordingly.

10.2 If this clause applies then, without prejudice to any other right or remedy available to Dx3, Dx3 shall be entitled to cancel the Contract or suspend any further provision of service under the Contract without any liability to the Client, and if Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement o agreement o the contrary.

11. GENERAL

11.1 Any notice to be given by Dx3 shall be deemed to be given upon its being posted or sent by telex or facsimile transmission to the Client’s registered office or in the case of an individual or firm to its last known address.

11.2 Any failure by Dx3 to enforce any of these conditions shall not constitute a waiver or affect its rights to require the future performance thereof nor shall its waiver of any beach of these Conditions constitute a waiver of any subsequent breach or nullify the effectiveness of any such Conditions.

11.3 The Client shall not assign or sub-contract such parts or part of any Contract as it sees fit.

11.4 Dx3 may assign or sub-contract such parts or part of any Contract as it sees fit.

11.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

11.6 The Contract shall be deemed to be made in England and the contractual obligations and rights of the parties shall be governed by English Law and the parties submit to the on-exclusive jurisdiction of the English Courts.