TUCASI LTD - TERMS AND CONDITIONS OF SALE

1. General

Tucasi Ltd (hereafter called Tucasi) supplies products and services on the terms set out below. When a Client places an order (regardless of whether that takes place in writing, electronically or verbally) these terms and conditions shall form the Agreement between Tucasi and the Client. These terms apply to the exclusion of all other terms or conditions of contract the Client may propose and shall not be varied unless agreed in writing and signed by a Director of Tucasi.

2. Provision of Services

Where Tucasi is required to provide Services to satisfy this Agreement it will provide them with all reasonable skill and care and diligence.

The Client shall:

- make available to Tucasi working space and all other resources necessary for its work under this Agreement; and

- ensure that its employees co-operate fully with Tucasi in relation to the provision of the Services; and

- give Tucasi such information and documents as it may reasonably request for the proper performance of its obligations under this Agreement.

3. Provision of Goods

Where Tucasi provides goods to satisfy this Agreement:

- risk passes to the Client on delivery to their premises and the Client will take out such insurance as shall be prudent given the nature of the goods and the risks to which they may be subjected; and

- title to the goods remains with Tucasi until such time as the Client has paid in full the corresponding charges provided for in this Agreement.

Where the goods provided by Tucasi are subject to the terms and conditions or licence, the Client agrees to be bound by those terms and conditions or licence and to indemnify Tucasi against any breech the Client or the Client’s Personnel makes of those terms and conditions.

4. Charges and Expenses

The Client will pay the charges agreed when the order was placed within 14 days of receipt of an invoice.

The Client will also pay additional charges relating to:

- all reasonable travelling or other expenses properly incurred in the provision of the Services including travel, accommodation and subsistence expenses; and

- any changes it requires to the goods or services provided for under this Agreement; and

- delays or additional work caused by the Client, including the Client’s failure to provide Tucasi with such information, materials, instructions, media or approvals, as are reasonably required by Tucasi in satisfying this Agreement; and

- additional costs incurred by Tucasi as a result of circumstances outside of Tucasi’s reasonable control.

All sums payable by the Client under this clause are subject to the addition of VAT (or any tax replacing VAT), if applicable, at the rate in force from time to time.

In the event of late payment of any invoice issued to the Client by Tucasi, Tucasi shall be entitled without prejudice to any other remedy available to it:

- to charge interest (both before and after judgment) at the rate prescribed from time to time by the Secretary of State plus an administration charge for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998; and

- to suspend provision of all Services provided under this Agreement until such time that payment in full (inclusive of all interest) is made in cleared funds.

Where interest on any sum due accrues to Tucasi in accordance with this clause, any payment later received will be applied first in payment of the interest due, and secondly in reduction of the indebtedness.

5. Nature of Relationship

The Client and Tucasi acknowledge that nothing in this Agreement creates the relationship of employer and employee between the Client and any of the personnel used by Tucasi to satisfy the terms of this Agreement.

6. Limitation of Liability

Tucasi shall be liable to the Client only in respect of loss or damage caused directly by the acts or omissions of Tucasi and its employees.  Tucasi's liability to the Client in respect of any one event or series of connected events shall not exceed the total sums paid by the Client to Tucasi during the 6 months preceding the notification of the act or omission to Tucasi.

In no event shall either party be liable to the other for any special loss or any indirect or consequential loss of any nature (including without limitation any third party claims, economic loss or other loss of business, production, revenue, profit, goodwill or anticipated savings), whether arising in contract, tort, negligence, breach of statutory duty or otherwise, and whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to the attention of such party at the time this Agreement was made.

7. Substitution of Personnel

The Client shall be entitled, if it has reasonable grounds to do so, to require Tucasi to replace any Personnel used in satisfying this Agreement and will put the reasons for its request in writing to the Tucasi. Tucasi will make such substitution within a reasonable period of time but shall not be liable for any consequences resulting from such.

The Client shall at any time accept the provision by Tucasi of a substitute for any member of the Personnel, provided that such substitute member of Personnel is, to the reasonable satisfaction of the Client, suitable and at least as qualified to satisfy the Agreement as the member being replaced.

8. Confidentiality

Both the Client and Tucasi will not (and will procure that their personnel will not) disclose or use or cause to be disclosed or used, at any time during or subsequent to this Agreement, any confidential information regarding the business (including that of clients or customers) financial or other affairs acquired in the course of this Agreement except as required by the Client in connection with Tucasi’s performance of the Agreement or as required by law. This sub-clause shall not extend to information which was already in the lawful possession of either party or any of the Personnel prior to this Agreement or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. 

9. Intellectual Property

The Client agrees that the intellectual property conceived or made by Tucasi in the course of this Agreement shall belong to Tucasi unless Tucasi expressly agrees in writing that the Client shall own the intellectual property.

10. Variations

Tucasi reserves the right to vary these terms at any time but, in respect of any ordered goods or services, the terms which apply shall be those notified to you when you placed your order. The terms and conditions for any current orders can be varied subject to the written confirmation of both Tucasi and the Client. If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected thereby.

11. Termination

Either party may terminate this Agreement immediately on giving notice of termination to the other party if that other party has:

- committed any serious breach or non-observance of its obligations under these terms and conditions and (if capable of remedy) has not remedied the breach within 30 days after receiving a notice identifying the breach or non-observance and requiring its remedy; or

- a receiver, administrative receiver or liquidator appointed over its business or any of its assets or makes any arrangement or composition with its creditors for the payment of its debts or has passed a resolution for winding up (otherwise than for the purpose of solvent amalgamation or reconstruction) or if the court has made an order to that effect.

During the course of this agreement, and for a period of 12 months afterwards, the Client shall not solicit the Personnel of Tucasi, or to encourage them to change their employment or services without the written permission of Tucasi. The Client shall pay a fee to Tucasi of not less than 20% of annual remuneration for any personnel transferred.

12. Notices

Any notice to be given by one party to the other shall be validly given if:

- posted by prepaid recorded delivery first class post within the mainland of the United Kingdom and correctly addressed to the party to be served, and shall be deemed served on the third working day after posting (unless not actually delivered); or

- personally delivered to a registered director of the Client and shall be deemed served when so delivered;

and for these purposes the parties details for service are those shown on the accompanying letter.

13. Disputes

If any dispute arises out of this Agreement the parties will attempt in good faith to negotiate a settlement. If the matter is not resolved by negotiation, the parties will refer it to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.

14. Governing Law

This Agreement is governed by and to be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

21.04.2010