1.DEFINITIONS

In these terms and conditions "Buyer" means the person, individual, Firm, Company or Corporation placing an order and "Seller" means City Accounting Solutions Ltd. "Equipment" refers to computer hardware, software and services. "Contract" means any quotation, contract documentation, order or order acknowledgement.

2.GENERAL PROVISIONS

(1) These terms and conditions shall prevail over any printed or conflicting terms contained in Customer Purchase Order and may be modified or waived only by a written agreement signed by authorised representatives of the Seller.

(2) Any notice required to be given hereunder shall be given by sending the same by first class registered post, addressed to the party required to be served at the address for such party shown in this Agreement or such other address as he shall have given forty-eight hours after the time of posting and service thereof shall be sufficiently proved by proving that the notice was duly dispatched through the post in a prepaid envelope addressed as aforesaid.

3.PRICE

Prices quoted are firm for a period of (30) days on hardware and (60) days on software from quotation date, subject to the following:
(a) errors and omissions being corrected;
(b) any unavoidable increase in the cost to the Seller of bought out items, services, materials or changes in exchange rates between contract date and date of dispatch will be passed on to the Buyer;
(c) prices do not include VAT and delivery.

4.DELIVERY

Whilst every reasonable effort will be made to meet any stipulated delivery date, delivery will not form part of the contract. In no event shall the Seller be liable for loss of profits, injury to goodwill or any special or consequential damage for any delay or non-performance.If the buyer shall fail to accept goods or services at the appointed time, then he shall be responsible for all storage charges and cost of further delivery.

5.EQUIPMENT AVAILABILITY

Any computer hardware specified is offered subject to availability and City Accounting Solutions Ltd reserve the right to substitute equivalent and compatible hardware.

6.PAYMENT

Unless otherwise specifically agreed in writing, payment shall be made as hereafter provided:
(a) Software, Hardware or Services - Non-credit Customers, Payment against pro-forma invoice prior to dispatch or payment on delivery;
(b) Credit Customers - Payment to total contract value due 30 days from date of invoice;
(c) Title to all goods and services remains with the Seller until paid for in full.

7.INTELLECTUAL PROPERTY RIGHTS

All specifications, drawings and technical descriptions submitted with or in connection with the Seller`s copyright. All such copyright material and all information and "know-how" whenever supplied shall at all times be treated by the Buyer as confidential and shall not without the Seller`s consent be used by the Buyer except for the purposes of:
(a) Adjudicating the tender;
(b) The contract (if any) placed with the Seller;
And
(c) The operation of the system supplied thereunder nor shall they without the Seller`s consent be communicated to third party save insofar as may be necessary for the permitted purpose.

8.CONFIDENTIALITY

(a) The buyer undertakes to treat as confidential all information contained or embodied in any computer system or any document made available to it and shall not, save as provided in clause 7 disclose the same in whole or in part to any third party without prior written consent of City Accounting Solutions Ltd.
(b) The provision of sub-clause 8 (a) shall not apply to information which:
(i) is in or comes within the public domain other than by breach of confidentiality by the Buyer; and/or
(ii) was already in possession of the Buyer prior to receipt of information from City Accounting Solutions Ltd;
and/or
(iii) is received from a third party free from restriction.
(c) Buyer shall effect and maintain reasonable security measures to safeguard the information from theft, or access by any person other than the employees of the Buyer in the normal course of their employment.
(d) The foregoing obligations as to information from City Accounting Solutions Ltd shall survive for five years after the termination under this Agreement, howsoever caused.

9.CONSEQUENTIAL LOSS

Notwithstanding any other provision of this Agreement in no event shall the Seller be liable for any indirect or consequential loss of whatever nature, howsoever caused, including but not limited loss or spoiling of data or materials whether occurring in contract, tort, negligence or otherwise.

10.LIABILITY

The Buyer acknowledges that save as set forth in the Agreement the Seller does not and shall not have any liability to the Customer (whether in contract or tort) for loss, damage or injury of any kind howsoever arising.

11.FORCE MAJEURE

If owing to war, act of God, civil commotion, Government order, strikes, lock-outs, fire, accident, prohibition of exports or imports or inability to obtain any export or import or other licence, shortage of labour, materials, fuel, power or transport, or any other cause whatsoever beyond the control of the Seller, the Seller is unable to make delivery of equipment, the Seller may cancel any order so far as it relates to the delivery in question.

12.WHOLE AGREEMENT

This Agreement constitutes the entire Agreement between City Accounting Solutions Ltd and the Buyer as to the subject matter hereof and supersedes all previous communications, representations and agreements, whether written or oral and the Buyer hereby acknowledges that no reliance is placed on any representation made but not embodied in this agreement.

13.LAW

The parties hereby agree that any agreement between them and constituted on these Terms and Conditions shall be construed in accordance with the laws of Scotland.