TERMS AND CONDITIONS OF BUSINESS

1. DEFINTIONS

 a) "the quotation" shall mean the written quotation appearing overleaf.
 b) "the Company" shall mean EP Chat Inc
 c) "the Client" shall mean the company or other body to whom the quotation is addressed
 d) "the contract" shall mean the contract between the Company and the Client arising from acceptance of the quotation by the Client accepting the services from the Company as specified on the quotation
 e) "the location" shall mean the Clients place of business as detailed on the Quotation form
 f) "the services" shall mean the supply and Installation of payroll processing software and the additional services
 g) "the additional services" shall mean any services the Company agrees to provide from time to time
 h) "the Clients Bank Account" shall mean the account In the name of the Company separate from the Company s other accounts and designated as the Company Clients Bank Account.
 2. APPLICABlLITY
 By signing the Quotation Form the Client acknowledges and accepts that these terms and conditions shall govern the contract together with any extension to the contract subject only to any other special conditions proposed by the
 Client and agreed in writing by a duly authorised officer of the Company. In this respect the Company’s representative who is responsible for the Customer receiving the quotation is expressly not authorised to amend the terms and conditions hereof.
 All services provided pursuant to this quotation are subject to the terms set out herein and these terms and conditions shall prevail over any terms and conditions which may be contained in any purchase order or memorandum or other document Issued by the
 Client covering services provided by the Company or Implied by trade customs practice or course of dealing.
 3. CHARGES
 The company reserves the right to make such reasonable additional charges as it thinks fit in any of the following circumstances:-
 a) If where the quotation is based upon an agreed time schedule the Company is put to additional expense by reason of any failure or delay on the part of the Client to supply data or services In the form and as specified In the quotation or the Company’s
 current published manuals or other documents referred to in the quotation
 b) If the Unit data volumes are greater than those shown by the Client's sample on which the quotation is based
 c) If the data supplied is inferior to that in the Client’s sample or contains any ambiguity or otherwise presents difficulties which could have not been reasonably foreseen by the Company from the sample
 d) if with the express written agreement of the Company the specification of the work required is changed by the Client after acceptance of the quotation or the purpose which any item or service is required to achieve is similarly changed
 e) where any such additional charge is levied by the Company through the Issue of an invoice the Client shall be deemed to have accepted the level of the said charge unless the charge is disputed in writing and in good faith by the Client within 14 days of invoice date
 4. TAX PAYMENTS
 Where the Client transfers a Sum of money to the Company in order to allow the Company to make payments thereof to the Inland Revenue or other relevant tax authorities, in respect of Income tax, national Insurance contributions or other appropriate tax
 payments, this money will be held on trust, as nominee, by the Company for the Client and will be paid into the Company Clients Bank Account. The Client hereby acknowledges that the monies transferred into the Company Clients Bank Account may be mixed with other clients' monies. Any Interest arising on the money deposited in the Company Clients Bank Account shall belong to the Company
 5. SOFTWARE
 a) The Company  will allow the Client access on the Client's own equipment to the software listed in the proposal (the "Software"} The Client acknowledges that the Software and all rights therein are and at all times will remain the exclusive property of the Company.
 b) The Company hereby grants to the Client a perpetual personal non-exclusive non-assignable non-transferable License to use the Software including improvements and updates for the duration of the contract. Provided the Client is not in default under this
 Agreement. The license for use of the Software (with any modifications improvements and updates released to the Client) shall not be subject to revocation by the Company.
 c) The Client undertakes with the Company not to copy the Software or any part thereof, for use on any equipment other than the Clients own equipment and not to provide or otherwise make available the Software In any form to any third party Except as
herein provided the Client acknowledges that it has no rights to the Software.
 d) The Company or its designee will provide the Client with all maintenance improvements modifications and updates to the Software at such times as the same are generally released at the price and on the terms from time to time applied by the Company
 e) The Client assumes full responsibility for the use of any codes or passwords provided by the company and for the selection and use of its internal codes passwords and authentication procedures.
 f) In the event that the Client shall use any non-Company supplied computer programs or databases for use with the services the Client shall indemnify the Company from and against loss or damage caused by use thereof in connection with the Services
 The Company does not guarantee that future versions of the Software will continue to function in conjunction with any such programs or databases.
 g) The Company reserves the right from time to time to Implement major new modules of the Software which may be obtained by the Client at the price and on the terms from time to time applied by the Company.
 h) The Software may not be relocated from the Location without prior written approval of a duly appointed representative of the Company.
 i) The Client shall use the Software solely for its own internal business purposes and will not sell, lease sub-lease or otherwise sub contract any of the Software to a third party, or permit any third party to have access to the Software without prior written
 approval of a duly authorised representative of the Company.
 j) Upon termination of the contract howsoever arising the Company shall be entitled to take Immediate possession of the Software and any equipment owned by the Company Including but not limited to magnetic tapes diagnostic aids and disk packs
 If this is not requested by the Company all copies of the Software must be destroyed promptly by the Client.
 k) The company reserves the right to terminate immediately the contract in the event of unauthorlsed copying or disclosure of the Software by the Client.
 l) The Client hereby agrees to reimburse the Company for any and all expenses which the Company may incur pursuant to Clause 4J and 4k Including reasonable legal expenses In excercising its foregoing rights The rights and remedies available to the
 Company under this Clause shall be in addition to their rights and remedies available under the general law
 m) The Company offers a remote diagnostic service using propriety software to access the Client s personal computer equipment via a telecommunications link This service is provided subject to the Client assuming consequent responsibility
 6. TERMINATION
 On the happening of any of the following events of default the non-defaulting party shall be entitled to terminate this contract on 30 days notice specifying the event of default if the defaulting party shall fail to remedy the default within said notice period
 a) Non payment of any sums due
 b) Material breach or non performance of any material obligation under this contract
 c) Presentation of a petition for the making of a bankruptcy order or Insolvency or the commencement of the winding up of the party (other than for the purposes of "construction or amalgamation).
 d) The appointment of a liquidator, administrative receiver, administrator, receiver or manager of all or any part of the party’s asset or undertaking
 Upon termination of this contract pursuant to this clause 5 any indebtedness of the Client shall become immediately due and payable and the Company shall be relieved of any further obligation to supply the services pursuant to this contract where termination
 by the Company IS for the reason specified In sub clause 5 (b)
 "Indebtedness" shall Include a payment equal to all charges that would be payable had the Contract run for the minimum duration and thereafter been terminated upon six months notice as specified on the Quotation
 7. PAYMENT
 All Invoices are strictly net and for settlement within thirty days of the date of Invoice. Time for payment shall be of the essence The Company reserves the right to charge Interest at 2% above Midlands Bank Base Rate from time to time for late payment, to run
 from the due date for payment thereof until receipt by the company of the full amount whether or not after Judgment.
 8. FORCE  MAJEURE
 The Company shall not be liable to the Client for any loss or damage which may be suffered by the Client as a direct or indirect result of the supply of the services by the Company being prevented hindered delayed or rendered uneconomic by reasons of any
 force majeure circumstances
 In this condition force majeure circumstances shall mean any act of God, riot, strike, lockout, trade dispute or labour disturbance accident breakdown of plant or machinery fire flood and difficulty or increased expense in obtaining materials or any other
 circumstances whatsoever outside the reasonable control of the Company affecting the provision of the services by the Company s normal method of supply
 9. LIABILITY
 The Company warrants to the Client  that it will correct any Company computer processing error In the Client’s work made by the Company and the Client acknowledges that the Company‘s sole liability to the Client or any third party for claims arising out of error
 or omissions in the service rendered by the Company hereunder notwithstanding the form of such claims in respect of either direct or consequential loss whether they might arise out of contract, negligence or otherwise shall be limited to the correction by the
 Company of such processing errors, except that the Company agrees to pay any penalty which may be Imposed on the Client by the Inland Revenue or other tax authority as a result of any such Company computer processing error
 The Company will make every reasonable effort to deliver the Client’s work by the mutually agreed time. However the Company cannot guarantee a specific delivery time. Accordingly the Company s sole obligation to the Client Or to any third party for claims In
 respect of direct or consequential loss arising out of the Company’s failure to deliver the Client s work on time notwithstanding the form of any such claims arising out of contract negligence or otherwise shall be to deliver such work as close to the mutually
 agreed time as is reasonably practicable.
 Except as set out herein the Company shall have no liability whatsoever or howsoever arising for any loss profit or anticipated savings consequential loss or damage costs expenses or other claims for consequential compensation whether caused by the
 negligence of the Company s employees or agents or otherwise which arise out of or in connection with the supply of any services
 Subject always to the other provisions of this Clause the Company s total liability whatsoever or howsoever arising in connection with the supply of the services shall not exceed the sum of the current annual fixed charge.
 10. CONFIDENTIALITY
 The Client undertakes to keep secret and confidential and not without the prior written consent of the Company to use or disclose to any third party any of that others confidential information relating to the Company’s business which may be acquired in the
 course of performance of this contract unless required by law
 The Client shall fully indemnify the Company from and against any loss or damage suffered as a result of any unauthorised disclosure or use of the Company s Information or material provided In confidence whether such disclosure or use shall be by the Client
 itself or its employee or any person who has obtained access to the confidential information
 11. EXCLUSION
 No conditions or warranties in relation to the provision of the services by the Company shall be Implied herein and any representations as to such services are except as expressly agreed In writing by the Company hereby excluded [except that the Company
 agrees to use reasonable care and skill In the provision of any of the additional services].
 12. ASSIGNMENT
 The contract shall not be capable of assignment by the Client. The Company "serves the right to assign the performance of any of its obligations to any associate of the Company
 13. WAIVER
 Failure by the Company to exercise or in exercising any right or remedy under this agreement shall not constitute a waiver of the right or remedy or any other rights or remedies and no single or partial exercise of any right or remedy shall prevent any further
 exercise of the right or remedy or the exercise of any other right or remedy
14. APPLICABLE LAW AND JURISDICTION