General terms and Conditions of Business

1.CHARGES

Where a 'Time and Materials’ price is quoted, fee charges will be based on the Project by KWIK staff at the agreed rates. The normal working hours for KWIK staff are 7 hours per day excluding weekends and public holidays. KWIK Staff are entitled to reimbursement of travel, subsistence and other incidental expenses. Such expenses will be charged to the Client at cost. KWIK agrees to amnge the provision of computer facilities, storage devices, data preparation, document photocopying, report printing or the like as required by the Client. Any charges in respect thereof paid by KWIK to a third party will be passed onto the Client at cost. Fees and expenses are subject to VAT at the prevailing rate, and all prices quoted are exclusive of VAT.

2.PAYMENT

50% of the agreed software development is due on commencement of programming and the remaining 50% is to be paid on hand-over of the completed software. If payment is not made within such period KWIK: will make a service charge of 5% of the invoice value and repeat this service every 30 days thereafter; and may suspend work or terminate the contract on seven days written notice without prejudice to any other or remedies and without liability for any loss or damage thereby suffered by the Client.

3.RATE REVISION

KWIK reserves the sight to revise its fee rate and/or its service charge rate for delayed settlement, and charge the new rates after one month’s written notice to this effect.

4.CONTINUITY

KWIK normally regards the assignment of staff to a project as firm for its duration, for a period of up to nine months and KWIK will use its best endeavours to maintain continuity of staff during the Project. Where staff are identified by name in the Proposal, the offer of such staff is subject to their availability.

5.ABSENCES

KWIK has the right to agree holiday arrangements with its staff in accordance with their entitlement and KWIK also requires its staff to attend internal meetings and technical seminars from time to time. The requirements of the Project will be taken into account when making all such arrangements and the Client will not be charged for any absences from the Project. The Client undertakes to provide information, answer queries, make decisions and grant approvals to KWIK promptly throughout the Contract. All documents relating to the work made available to KWIK by the Client shall be returned upon request at the completion of the work and shall not be copied or published without the consent of the Client. The Client warrants that none of the information or other material supplied to KWIK in connection with the contract infringes any rights (whether of confidentiality, copyright or otherwise) of any third pasty and the Client shall fully and effectively indemnify KWIK against any claims made in respect thereof.

6.CONFIDENTIALITY

KWIK Contract of employment requires staff not to divulge any matters which are identified to them by the Client as confidential.

7.DISCLAIMER

The Client is responsible for the security of the programs and data held or used in connection with the Project, the operation of the programs, the usefulness of the Project or its possible effects on other computing activities KWIK does not accept liability for any loss, injury, damage or expenses, whether direct or consequential, suffered in the operation of the programs supplied by KWIK.

8.COPYRIGHT

The copyright and all other proprietary rights in all programs, documents and other materials designed or prepared by KWIK in connection with the Project shall be and remain vested solely in KWIK and KWIK shall be entitled to use and to authorise the use of the same by any other person. On payment of all monies due under the Contract the Client shall be granted an irrevocable non-exclusive license to use, reproduce and modify such material for its own internal use.

9.CANCELLATION

The Client may cancel KWIK work at any time before it is due completion by giving written notice to KWIK. The period of notice will be four weeks. Upon giving notice, a cancellation charge will become immediately due of an amount equal to the fees nationally earned by all KWIK staff then assigned throughout the period of notice. Where the assignment is not final time, the fees nationally earned will be calculated on a pro-rats basis ass the Contract’s value and length. During the period of notice, KWIK shall undertake to work in accordance with an agreed schedule and leave the Project in a tidy condition of hand-over. Normal expenses but no fees will be charged for such work.

1O.TERMINATION

Either party may terminate the Contract forthwith by written notice to the patty if: the other party shall commit a breach of any of its obligations under the Contract and shall not have remedied such breach (if capable of remedy) within four weeks of receiving from the first named patty of breach, or the other patty shall become bankrupt or enter into liquidation or have a receiver appointed over its assets or any part therefore, provided always that such termination shall be without prejudice to any rights and remedies of the party giving notice and without liability for any loss or damage hereby suffered by the offending patty.

11.DEFINITION

In these conditions, except as the context otherwise requires, the following definitions apply: KWIK” means KWIK Corporation Limited. Client” means the person, firm, corporate body or other entity to which the Proposal is addressed. "Contract” means the agreement between KWIK and the Client entered into upon the Client’s acceptance of the Proposals together with such variations in writing as shall be subsequently agreed. “Proposal” means KWIK’s Proposals documents and these General Conditions. The Proposal is valid for 14 days from the date of offer unless otherwise withdrawn or extended by KWIK on writing. “Project” means the work undertaken by KWIK for the Client under the Contract.

12.GENERAL

The failure of either party at any time to enforce any Contract condition in no way affects its rights thereafter to require complete performance by the other party. The Contract shall be the entire agreement between the parties in relation to the subject matter hereof to the exclusion of all previous or present representations understandings or agreements express or implied. If any of these general conditions is inconsistent with the remainder of the Proposal, the latter will prevail to the extent of such inconsistency. The terms and conditions of any purchase order or the like issued by the Client in connection with the Contract will not apply. No variation of or addition to the conditions or the Proposal shall be effective unless expressly accepted by KWIK in writing. The contract will be governed by and construed in accordance with the Laws of England. Headings are included for convenience only and will not be used in construing any condition.