TERMS AND CONDITIONS
for all business transacted through iWebManage Limited
TERMS AND CONDITIONS
THIS AGREEMENT is made and entered into on the day stated on the Contract Sheet ("the Commencement") and is between the Parties stated on such Contract Sheet or if later the date on which a deposit payment is made into the Escrow Account..

WHEREAS
The Introducer brings Clients and Supplies via its web-site known as [www.iwebmanage.com] All business introduced and use of the web site shall be deemed to be transacted on the basis of these Terms and Conditions and any site policies that may be posted on the site from time to time. THE PARTIES AGREE AS FOLLOWS:

1 DEFINITIONS

THE FOLLOWING WORDS SHALL HAVE THE FOLLOWING MEANINGS:
1.1 "Account" means the account that is opened by either a Client or a Supplier when they register to become a member.
1.2 "Agreement" shall mean this Agreement and the Contract Sheet including all amendments and supplements and appendices and shall include all site policies. Each Schedule to the Agreement is incorporated by reference to the Agreement;
1.3 "Contract Sheet" shall mean the contract sheet signed by the Client and the Supplier and notified to the Introducer a sample of which is attached as Schedule 1.
1.4 "Assignment" in relation to a Schedule shall mean the provision of services including tasks, projects, advice, information and assistance, including the provision of reports, to be carried out or provided by the Supplier for or to the Client or its Customers and more particularly described in the relevant Schedule.
1.5 "Customer" shall mean any customer or customers of the Client and its Affiliates in connection with whom the Supplier is providing the Services;
1.6 "Escrow Agreement" means the Escrow Agreement (1) the Introducer (2) the Client and (3) the Supplier pursuant to which the Client pays certain sums in advance into an escrow account held by the Introducer to be released on satisfactory completion of the Assignment or Project;
1.7 "Escrow Account" means the Escrow account being a non-interest bearing account held by the Introducer.
1.8 "Introducer" means iWebManage Limited who shall have been deemed to sign this Agreement on receipt of monies into the Escrow Account.
1.9 "Member" means a legal entity that has an account with the Introducer
1.10 "Party or Parties" means all parties to this Agreement or to any Supply of service Agreement namely the Client, the Supplier and the Introducer as the context admits.
1.11 "Project" shall mean the project set out in the Schedule or the Contract Sheet.
1.12 "Services" shall mean the provision of services including tasks, projects, advice, information, software designs and source code, and assistance, including the provision of reports, to be carried out or provided by the Supplier for or to Client or its Customers and more particularly described in the relevant Schedule or Contract Sheet.
1.13 "Schedule" shall mean a schedule attached to and forming part of this Agreement, signed by both Parties, which shall set out the Services and/or Assignments to be provided under this Agreement and shall include any subsequent amendment or replacement thereof similarly signed;
1.14 "Site Policies" means the site policies as adopted and updated from time to time by the Introducer on to the iWebManage website which shall be deemed on introduction on to such site to be incorporated into this Agreement.
1.15 "Termination Date" shall mean the date on which the Agreement shall terminate howsoever;
1.16 "Visitor" means a person who is not a Member but who accesses the Site.
1.17 Headings contained in this Agreement are for convenience or reference only and shall not affect its interpretation or construction. Where appropriate expressions shall be deemed to include the masculine, feminine, or plural thereof.

2 ENGAGEMENT AND IMPLICATION OF TERMS

2.1 When any Client engages a Supplier, the Supplier accepts the engagement to perform Assignments as Client may from time to time require then the terms and conditions set out in this Agreement shall be deemed to be implied in any such Agreement between the Client and the Supplier unless provision is made to the contrary in any written contract made between the Client and the Supplier.
2.2 Assignments comprise the provision of services ("Services") by the Supplier to Client as described in the relevant Schedule or the Contract Sheet.
2.3 THE SUPPLIER SHALL ENSURE THAT THE SERVICES PERFORMED UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE PROVIDED AT A SERVICE LEVEL OF HIGH STANDARD AND IN COMPLIANCE WITH PREVAILING STANDARDS OF ACCEPTED BUSINESS PRACTICE.
2.4 The Services will be provided by the Supplier as specified in the Schedule, with reasonable skill and care, and as far as is reasonably practicable within any agreed timescale.
2.5 The Supplier is a professional, answerable for key milestones and for deliverables, and responsible for exercising initiative as to the delivery of the Services. A Contract does not give the Client the right or power to direct or control the daily activities of the Supplier or any person engaged on the Services. The Supplier is responsible for: maintaining adequate Professional Indemnity, Employer's Liability, and Public Liability insurance of at least the Required Insurance Cover of £1 million per claim, and for providing evidence thereof on request providing its own reference materials, administrative support, and equipment where required (other than where use of the Client's equipment is required for reasons of security, because it is specialised, or because the Client's equipment is itself the object of the Services) devising appropriate working strategies and providing the Services independently, in a professional manner, with all proper skill and care, and in accordance with accepted professional standards methodologies and guidelines, and with all notified specifications and procedural requirements for the Project rectifying at its own cost any defective Services notified within any Defect Warranty Period maintaining and providing any necessary qualifications, authorisations, and training and complying with all notified IT, telecommunications, security, and Health and Safety policies, and with any other relevant legislative requirements giving the Client reasonable notice of any periods when Services will not be provided taking and being accountable for all appropriate decisions in relation to all aspects of the performance of the Services.
2.6 Where a Schedule or Contract Sheet names any personnel who are to provide the Services, the Supplier is responsible for maintaining reasonable continuity, but reserves the right to substitute other personnel of equivalent expertise. The Client has the right to refuse to accept Services from substitute personnel on reasonable grounds related to security, qualifications or expertise. No additional charge will be made for any handover period, and the Supplier remains responsible for Services performed on its behalf.
2.7 The Client has no responsibility for the Supplier or any person engaged on the Services, other than (a) as specifically provided for under a contract, and (b) such responsibilities as are generally owed to the public at large.
2.8 The Client is responsible for:
Giving the Supplier such cooperation and access as are reasonably necessary for the proper performance of the Services informing the Supplier if on any day the Services are not required and ensuring that all relevant Health & Safety policies are disclosed to the Supplier making personnel available to give instructions and advice where necessary on the Services.

3 COMMENCEMENT AND DURATION

3.1 Unless otherwise stipulated, the Agreement shall come into force on the Commencement Date or if later the date on which a payment is made into the Escrow Account and shall continue for the duration of the Project unless terminated in accordance with the provisions herein or any contract made between the Supplier and the Client.

4 VARIATION AND EXTENSION

4.1 This Agreement may only be amended by the written mutual agreement of all Parties.
4.2 The Parties shall endeavour to agree any extension to this Agreement at least fourteen (14) days prior to the expiry date of the original Agreement, or the latest extension thereof.

5 PAYMENT

5.1 In consideration for the satisfactory performance of Assignments by the Supplier Client shall pay to the Supplier the amounts set out in the relevant Assignment Schedule or Contract Sheet within 30 days of Client's formal acceptance of an iWebManage Invoice. Client's acceptance will be communicated by email when the Client signs off the project as delivered in their workspace on the site to the Supplier and once a verbal review of the activity for that period has been completed to the reasonable satisfaction of the Client.
5.2 The Supplier will not be paid for any costs additional to those specified in the relevant Assignment Schedule or Contract Sheet without prior written authorisation from Client. The Introducer will be notified of any such additional costs.
5.3 Expenses such as travelling, accommodation, subsistence or any other expense are expressly excluded unless agreed in the Assignment Schedule or Contract Sheet. Where it is agreed that such expenses will be paid, these will be reimbursed to the Supplier at cost. Supporting documentation must accompany any such invoice.
5.4 The Supplier shall submit all invoices in pounds sterling. Payment shall be in pounds sterling unless otherwise stated on the Contract Sheet.
5.5 On Completion of the Assignment the parties will direct the Introducer to release any sums paid by the Client and/or the Supplier and held in the Escrow Account and such sums less any introduction fees will be paid to the Supplier or to the Client as directed or failing agreement as the Introducer or Independent Expert determines pursuant to Clause 26 or to the relevant section of the Escrow Agreement.
5.6 The Supplier and the Client agree to keep the Introducer informed as necessary in relation to any amendments to the contract, any variation in the contract prices and other relevant milestones or matters relating to the contract.

6 VAT

6.1 All sums payable to the Supplier under this Agreement or under a supplier contract shall unless otherwise stated be shown exclusive of VAT.
6.2 VAT or other duties or taxes in respect of such sums shall be payable to the Supplier in addition to such sums.
6.3 The Supplier shall notify the Client of its VAT registration status and number at the commencement of this Agreement and undertakes to inform Client of any changes to its VAT status during the term of the Agreement as soon as any change occurs.
6.4 A Supplier who is not registered for VAT shall ensure that no VAT invoices are submitted.

7 TERMINATION OF THE AGREEMENTS

7.1 Either a Supplier or a Client may terminate the Agreement by giving the other party not less than the period of written notice stated in the Contract Sheet. If no notice period is stated it shall be deemed to be not less than one month's written notice. Where the Agreement is terminated in accordance with this Sub-Clause 7.1, neither party shall be liable to the other party for any claims, costs, expenses, damages or loss suffered or incurred by the other party as a result of such termination unless agreed to the contrary on the Contract Sheet.
7.2 This Agreement may be terminated forthwith by any Party:

(i) in the event that any Party is in material breach of this Agreement and shall fail to provide an acceptable plan to remedy such breach (if the same is capable of remedy) within fourteen (14) days of being required by written notice so to do
(ii) if any Party shall become insolvent or have a receiver, administrative receiver or administrator appointed over the whole or part of its assets, or go into liquidation (whether compulsory or voluntary) otherwise than for the purposes of amalgamation or reconstruction, or in the event that the Supplier is a firm, partnership, business or other incorporated body, if an interim order is applied for or made or a voluntary arrangement approved, or if a petition for bankruptcy is presented or bankruptcy order is made, or in any event if any arrangement is made with creditors or other such similar step taken in consequence of any Party being unable to pay its debts. Each party shall immediately give notice of any such events to the other Party and to the Introducer.
(iii)if the other Party assigns, transfers, sub-licenses or sub-contracts this Agreement or any of its rights or obligations hereunder without the Introducer's and the Client's prior written consent.

7.3 The relevant party will notify the other Party and the Introducer in writing upon becoming aware of the occurrence of any of the events specified in this Clause 7.
7.4 Termination of this Agreement and any Supply Agreement whether under this Clause or arising as a result of expiry of the term of this Agreement, shall not affect or prejudice any of the rights accrued to any other Party and the Introducer up to the date of such termination, and in particular Clauses 9, 10, 11 and 12 in this Agreement, shall continue in full force and effect notwithstanding such termination and expiry of this Agreement.
7.5 The Introducer shall be entitled to its normal fee in the event of the termination of the Agreement and shall be entitled to deduct this from the Escrow Account whether in whole or in part. In the event of insufficient funds being in the Escrow Account it shall be entitled to claim such fees from either the Supplier or Client at its discretion. Only in exceptional circumstances will the Introducer waive its fee.

8 TERMINATION OF AN ASSIGNMENT

8.1 Any Party may terminate an Assignment by giving written notice to the other Party. The applicable notice period for the Assignment is stated in the relevant Assignment Schedule or Contract Sheet.
8.2 Client shall have the right to terminate an Assignment with immediate effect in the event that the Supplier in the reasonable opinion of Client is guilty of serious misconduct and/or serious or persistent negligence after one written warning in carrying out an Assignment.
8.3 Client reserves its rights to appraise and otherwise assess the knowledge and capabilities of the Supplier on an ongoing basis. In the event that in the reasonable opinion of Client the Supplier does not have the necessary knowledge or the capabilities to perform the Assignment, Client hall have the option to terminate the Assignment. The Supplier shall have the opportunity to remedy the situation, but if no remedy acceptable to Client is made available within fourteen (14) days of the Supplier receiving notification from Client, Client shall have the option of terminating the Assignment by giving seven (7) days notice in writing. Client shall have no residual liability to pay compensation in these circumstances, or to make payment for any Assignment not performed to Client's reasonable satisfaction.
8.4 In the event that during the term of this Agreement, the Supplier should become unable to work on an Assignment hereunder for a period of 14 consecutive working days or more, Client shall have the option to terminate the Assignment forthwith. Client shall have no residual liability to pay compensation in these circumstances.
8.5 Upon termination of the Assignment by either Party the Supplier shall complete as promptly as possible the preparation of any written reports and such matters as may be incidental to the necessary completion of the Assignment if so requested by Client.

9 PROTECTIVE COVENANTS

9.1 Neither the Client nor the Supplier shall either during the term of the Agreement or within the Restricted Period whether alone or jointly and whether for the Party's own account or for any person, firm, company (which is not a member of the other Party), association, charity or society (whether incorporated or otherwise) offer to employ or endeavour to entice away from the other Party or endeavour to employ any person who is or was at any time during the period of twelve (12) months expiring on the Termination Date or date of expiry an employee, director or officer of the other Party or any Affiliate, or under a contract of service with, except pursuant to recruitment advertising in the national, local or trade press or otherwise by mutual prior agreement of the Parties.
9.2 The Supplier shall not during the period of the Agreement work for any company which may reasonably considered by Client to be a competitor of Client , without prior written approval of Client such approval not to be unreasonably withheld or delayed.

10 CONFIDENTIAL INFORMATION

10.1 "Confidential Information" means any proprietary information, technical data, trade secrets or know-how, including, but not limited to, sales contact databases, research, product plans, products, services, customers, customer lists, markets, software, programs, flow charts, developments, inventions, processes, formulae, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by the either Party to the other Party either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
10.2 All Confidential Information in whatever form disclosed by one Party to the other Party shall be treated as confidential by the recipient and shall not be used or disclosed other than for the performance of its obligations under the Agreement without the prior written consent of the other Party, unless such information or data in a manner provable by the Party pleading these terms:

(i) is, or later becomes, public knowledge other than by breach of the foregoing paragraph; or
(ii) is in the possession of the recipient with the full right to disclose prior to receiving it from the other Party; or
(iii) is independently received by the recipient from a third party having the full right to disclose; or
(iv) was developed at any time independently of any disclosure by the other Party.

10.3 All Parties shall:
(i) take all reasonable measures necessary to keep in confidence all Confidential Information received from any other party;
(ii) fully co-operate with the other Parties in their efforts to protect its Confidential Information under this Agreement from unauthorised disclosure;
(iii) immediately notify the other Parties of any event that could compel that party to disclose the Confidential Information to any third parties;
(iv) not make copies of documents containing Confidential Information except for the purpose of the Services;
(v) not use the Confidential Information received from any other party for any purpose other than as specified in this Agreement.

10.4 This Agreement does not oblige either the Client or the Supplier to disclose any information to the other, but it does require them to produce information to the Introducer if so requested.
10.5 Any documents or other materials furnished by any party to the others constituting Confidential Information and any copies or materials thereof, shall be promptly destroyed or returned upon request and/or upon termination or expiry of the Agreement.
10.6 The Supplier warrants to Client and the Introducer that the information supplied or used by the Supplier is not subject to any obligations of confidentiality owed to any third party by the Supplier.
10.7 Each Party agrees to limit the disclosure of any Confidential Information to those of its employees who have a need to know for the purpose of the Agreement or the undertaking of any Assignments under the terms and conditions of this Agreement. Such employees shall be made aware of these obligations of confidentiality.
10.8 Neither the Supplier nor its sub-contractors shall without the prior written consent of Client advertise or publicly announce that the Supplier (including its sub-contractors) is undertaking work for Client in relation to the Agreement.
10.9 The provisions of this Clause 10 shall survive the termination of this Agreement for a period of three years.

11 INTELLECTUAL PROPERTY RIGHTS (NOTE: THESE MAY NOT APPLY TO YOUR TRANSACTION AND MAY NEED TO BE AMENDED IN THE CONTRACT SHEET)

11.1 All industrial or intellectual property rights, including but not limited to, design rights, trademarks (whether registered or not), patents and copyright which may arise in any invention, document or report, or which may be discovered or produced during or incidental to the performance of Services by the Supplier, whether alone or jointly with Client and all other strategic, commercial, financial and technical information which is disclosed to the Supplier or to which the Supplier has access or which the Supplier develops at the request of Client, during the course, or as a consequence of an Assignment (collectively known as "Proprietary Information"), whether pertaining to Client and/or its customers or pertaining to any third party to which Client has any obligation of confidentiality, whether expressed or implied, is acknowledged by the Supplier to be the exclusive property of Client and/or its Customers and/or such third party and to be proprietary and constitute a trade secret of Client, or Customer or such third party.
11.2 Further, the Supplier shall neither during the period of the Agreement (except in proper performance of an Assignment) nor at any time after the termination of the Agreement directly or indirectly use for its own purposes or those of any other person, firm company or other organisation whatsoever any Confidential Information relating to or belonging to Client which the Supplier has been told is of a confidential nature or which might reasonably be regarded by Client as confidential, or any confidential information which has been given to it or Client by a Customer or any other person in connection with an Assignment.
11.3 The Supplier hereby assigns to Client all rights which the Supplier may acquire by operation of law or otherwise in any Proprietary Information arising out of or incidental to the performance of the Assignment.
11.4 All legal and beneficial title and interest in all Proprietary Information created by the Supplier under this Agreement shall belong to Client. The Supplier undertakes that it shall execute and/or procure the execution of all documentation necessary to give effect to this Clause. Nothing herein shall oblige the Supplier to assign any know-how or background intellectual property rights but it shall be deemed to have given a non-exclusive, perpetual worldwide licence to the Client in respect of any such elements forming part of any deliverable unless this agreed to contrary in the Contract Sheet.
11.5 The Supplier warrants that any design documentation software or any offer material or information furnished or used by it in the performance of the Assignment will not be such as to infringe any intellectual property rights or any other right whatsoever or any third party and the Supplier hereby fully indemnifies and holds harmless Client in respect of any claims and any royalties, costs or settlement relating thereto.
11.6 All intellectual property rights including but not limited to, design rights, trademarks, (whether registered or not) patents and copyrights in this Agreement, the Contract Sheet the iWebManage website and its content, including any directory of Clients and Suppliers shall belong to the Introducer and shall not be infringed by any other party.

12 LIABILITY AND INDEMNITY

12.1 Subject to the provisions of this Clause hereunder both the Supplier and the Client hereby agree to indemnify the Introducer against all and any liability, loss, damage, cost and expense of whatsoever nature incurred or suffered by the Client or the Supplier or any other third party arising directly or indirectly from the performance or execution of the Services under this Agreement by the Supplier.
12.2 In particular but without prejudice to the generality of Clause 12.1 the Supplier hereby agrees to indemnify Client and the Introducer against any liability loss, damage, cost and expense arising out of the following:

(i) all taxes and statutory deductions (including but not limited to, income tax, together with any charges or penalties imposed by the relevant tax authority) or social security contributions to which Client may be assessed in respect of the Supplier or otherwise in connection with the performance of the Assignment;
(ii) claims brought against Client as a result of the negligence of the Supplier;
(iii) as a result of any other failure by the Supplier to comply with the Supplier's statutory obligations (including, but not limited to) failure to comply with relevant Data Protection legislation.

12.3 In the event that the Supplier, by their negligence, causes injury to, or the death of, any person, then the Supplier's liability for such injury or death will be unlimited. In all other cases the Supplier's liability will not exceed 100 percent of the value of the Assignment in respect of each Assignment.

13 CLIENT SUPPLIED ITEMS AND PROPERTY

13.1 All Client supplied items shall remain the property of Client . The Supplier shall return them to Client upon completion of an Assignment or expiry or termination of the Agreement or upon earlier reasonable request by Client. The Supplier shall keep Client supplied items in safe custody and good condition.
13.2 The Supplier shall not, without the prior written consent of Client, use Client supplied items for any purpose other than is necessary for the performance of the Services, or allow any other party to use, take possession of, or have any rights or lien over Client supplied items or Client property. For the purposes of this agreement, Client property is defined as including all sales leads and contacts and other related sales information.

14 INSURANCE

14.1 The Supplier confirms that it holds and will, throughout the term of this Agreement maintain, a current policy or policies of insurance as may be required by law in furtherance of its normal business activities or necessary to cover the Supplier's liability, or potential liability arising out of the performance and execution of this Agreement including (i) full employer's liability and (ii) insurance of not less than £1,000,000 for public liability.

15 HEALTH AND SAFETY

15.1 It shall be the responsibility of the Supplier to ensure that it complies with all rules and regulations concerning health, safety, environmental protection and security issued to them by Client or by Client's Customers and to co-operate and/or comply with the obligations of Client and the Supplier under the Health and Safety at Work Act 1994 and all other applicable health safety and environmental protection regulations issued pursuant thereto or otherwise.

16 INFORMATION

16.1 Each of the Parties undertakes to provide each other and to the Introducer promptly with all information concerning their operations and activities that may reasonably be required for the performance of their obligations under this Agreement or the Escrow Agreement.
16.2 If at any time during any Assignment either Party shall notice or suspect that any wrong assumptions have been made or wrong directions have been taken by either Party, they shall inform the other Party in writing.

17 DISCLAIMERS AND RELATIONSHIP OF THE PARTIES

17.1 The Introducer makes the Site available as a market place where Clients and Suppliers can network and take advantage of the Services. The Introducer accepts no responsibility for any matters including (but not limited to the following) any deal or contract that may be agreed between the Client and the Supplier and disclaims and liability and in no way warrants the performance or quality of the services provided by the Supplier, the truth of the listings, the bona fides of any Member whether Supplier or Client, the ability of any party to perform or make payment of any links to any other web-site and the bona fides of any party relating thereto, the accuracy or otherwise of any information in the Directory or any content in the Directory.
17.2 All Services provided by the Introducer are on an "as is" basis without any warranties or conditions whether express or implied or whether arising by statute or otherwise in law.
17.3 The Introducer disclaims and excludes all other warranties whether express or implied in law or otherwise, including, without limitation, any warranty of satisfactory quality or fitness for a particular purpose and any liability for negligence.
17.4 The Introducer disclaims and expressly excludes any liability for any legal agreement or other documents that may be used by the parties in relation to the contracts made between them. All Clients and suppliers are advised to take proper legal advice in relation to these matters.

18 INDEMNITIES AND LIMITS OF LIABILITY

18.1 The Supplier will indemnity the Introducer and/or the Client for direct physical injury or death caused solely either by defects in any of the products or services or by the negligence of its employees acting within the course of their employment and the scope of their authority.
18.2 The Supplier will indemnify the Introducer and the Client for direct damage to property caused solely either by defects in any of the products or services or by the negligence of its employees acting within the course of their employment and the scope of their authority. The total liability of the Introducer in such circumstances will be limited to £10,000 for any one event or series of connected events.
18.3 Subject to clauses 17.1 and 17.2, the Introducer's liability for any breach of these terms and conditions or the Contract will be limited to a refund of the Charges paid by the Client to the Introducer. In no event will the Introducer be liable for any costs of procurement of substitute products or services, loss of profits or consequential loss.
18.4 Except as stated in Clause 17, and this Clause 18 and the Escrow Agreement, the Introducer disclaims all liability in connection with these terms and conditions including the Client's use of the Products, and in no event will the Introducer be liable to the Supplier or the Client for indirect or consequential damages or for loss of profits or arising from loss of data.

19 ASSIGNMENT AND SUB-CONTRACTING

19.1 No Party shall, without the prior written consent of the other Parties, assign the whole or part of this Agreement or its rights or obligations hereunder.
19.2 The Supplier shall not at any time sub-contract any of its obligations under this Agreement, or any part thereof, without Client's prior written consent. The obligation to pay the Introducers fee being 7% of the Project Sum exclusive of VAT will remain with the original parties unless agreed otherwise in writing with the Introducer.

20 PUBLICITY

20.1 Unless required by law, Client and the Supplier agree that the fact of, and the terms and conditions of this Agreement shall not be disclosed to any third party without the prior consent of the other, which consent shall not be unreasonably withheld.

21 WAIVER

21.1 Failure by any Party at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver by the other of any such provisions or in any way affect the validity of this Agreement or any part thereof.

22 FORCE MAJEURE

22.1 No Party shall be liable to the other for any loss, damage, cost or expenses which may be suffered by any other party as a result of any failure to perform its obligations under this Agreement as a result of any circumstances outside its reasonable control ("Force Majeure") provided that the affected Party notifies the other party immediately of any such Force Majeure event and takes reasonable steps to minimise the impact of the Force Majeure event on their obligations under this Agreement. Any Party shall be entitled to terminate this Agreement if the Force Majeure event continues for a period of 1 (one) month.
22.2 The Introducer shall have no liability to the Supplier or the Client pursuant to this agreement unless otherwise stated in this Agreement or the Escrow Agreement, but can enforce the obligations as set out in the Agreement on the part of the Client and the Supplier.

23 ENTIRE AGREEMENT

23.1 This Agreement and the Escrow Agreement constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, representations, negotiations and discussions between the Parties (whether or not in writing) relating to it. Each Party represents that it has not entered into this Agreement in reliance on any representation, warranty or undertaking express or implied or in writing, given or made by or on behalf of the other Party except insofar as contained in this Agreement. This Clause shall not apply to any representation, warranty or undertaking made fraudulently or which was induced by fraud.

24 NOTICE

Any and all notices or other information to be given by one of the Parties to the other shall be deemed sufficiently given when forwarded by post where the post is recorded and the correct postage paid to the relevant parties address as stated on the Contract Sheet:

25 EXPORT AND RE-EXPORT LIMITATION

Having regard to the current statutory or other United Kingdom Government regulations in force from time to time and, in the case of products manufactured in the United States of America, to the United States Department of Commerce export regulations in force from time to time, and regardless of any disclosure made by the Client to the Supplier of an ultimate destination for any products, the Client will not export or re-export directly or indirectly any products without first obtaining all such written consents or authorization as may be required by any applicable government regulations.

26 TELECOMMUNICATIONS REQUIREMENTS

When computer equipment is connected to a public network, i.e. a switchboard or telephone network, certain regulations of the telecommunications provider apply. It is the sole responsibility of the Client to ensure compliance with all such regulations.

27 GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of England, and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts.

29 DATA PROTECTION

In providing the Services or any other services to the Client, the Supplier will, when necessary, comply with all relevant provisions of the Data Protection Act 1998, and without limitation to the foregoing, the Supplier will:
29.1 process Personal Data only in accordance with the instructions of the Client;
29.2 comply with any applicable guidelines and codes of practice issued by the Information Commissioner from time to time;
29.3 take all appropriate measures to ensure that the Personal Data is kept secure and is not subject to any unauthorised processing, loss, destruction or damage;
29.4 ensure that its personnel and contractors are bound by appropriate confidentiality and non-use obligations in relation to the Personal Data;
29.5 provide the Client, at its request, with evidence of compliance with the Providers' obligations under this clause;
29.6 assist the Client to comply with any valid requests for access to Personal Data received by the Client;
29.7 notify the Client if the Provider receives any requests for access to Personal Data and comply with the Client's instructions in this connection;
29.8 notify the Client of any unauthorised or unlawful disclosure or use of Personal Data of which the Supplier becomes aware;
29.9 at the request and option of the Client promptly return or safely destroy all Personal Data in the Supplier's possession or control.

30 DISPUTES

30.1 In the event that a dispute arises between the under this Agreement, then the matter shall be referred in the first instance to the Introducer who shall try and resolve the issue between the parties according to any dispute resolution policies that it has from time to time in force. Alternatively the parties can refer the dispute to independent experts, agreed by both parties; the costs of the experts will be covered by the Client and Supplier equally unless otherwise determined by the expert who shall act as an expert and not an arbitrator. The Independent Expert's decision on the matter shall be final and binding as shall the Expert's decision on costs.
30.2 If the Parties do not wish to use the services of an Expert, then any dispute arising in connection with the Services provided hereunder shall be in all respects governed by and construed in accordance with the laws of England and the courts of Justice of England shall have jurisdiction.
30.3 Each Party shall undertake not to make any claim whatsoever against the staff of the other Party (whether in respect of an Assignment or otherwise) without prior written notification.

31 SURVIVAL

31.1 The provisions of this Agreement which are intended to survive termination or expiry of this Agreement including those dealing with intellectual property, confidential information and liability and indemnity, specifically Clauses 9, 10, 11 and 12 shall survive termination or expiry of this Agreement.


SCHEDULES TO THE AGREEMENT FOR THE SUPPLY OF SERVICES (SAMPLE)



iWebManage - Contract Sheet
Please note that this is not intended as a comprehensive checklist of issues to be discussed and the Client and Supplier will need to consider the matter in detail.

Agreement No. _______________

The assignment is to encompass the following :

- [The delivery of [ ]days of professional services including on-site customer project deployment, project management, documentation, training, as directed by Client management and agreed verbally between the parties.]

- Day rate to be £_______________ per 7.5 hour day for a total of £_______________ excluding VAT. Travel and Accommodation expenses for any on-site work to be paid subject to customer expenses policies or as otherwise agreed in writing between Client and Supplier .

- Supporting documentation to be supplied with invoices - Timesheets or other timekeeping records, details of expenses.


Other details of the Job Specification

SCHEDULE CONTENTS (SAMPLE)


- Names and Addresses of the Parties (including delivery and invoice addresses)

- Agreement Reference Number

- Agreement Date

- Order Number

- Product Descriptions

- Quantities

- Delivery Date(s); Special Delivery Instructions

- Site

- Installation

- Charges, including any discount rates

- Special or Credit Payment Terms

- Other Special Conditions

- Intellectual Property Rights

- Confidentiality

- Special Staff Requirements or Identity of Staff

- Deposit paid to iWebManage Ltd.