1.    DEFINITIONS

1.1. The Client shall mean the person or entity to whom the Services are being provided.

1.2. The Contractor shall mean Nick Evans Technology Limited, Company No 12980741.

1.3. Estimate shall mean the quotation or similar given by the Contractor to the Client detailing the scope of the Services and the total price payable for these.

1.4. Price shall mean the total price payable by the Client for the Services

1.5. Site shall mean the premises at which the Contractor is providing the Services

2.    SERVICES

2.1. The Contractor will provide the Client with the Services set out in the Estimate for the Price payable by the Client.

2.2. The Services will also include any other tasks which the Parties may agree on.

3.     TERM OF AGREEMENT

3.1. The term of this Agreement (the "Term") will begin on the date the Client accepts the Contractor’s quotation and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

4.    PERFORMANCE

4.1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

4.2. The Client shall ensure that the Site is ready for the Contractor to install the Services

4.3. Whilst the Contractor will use reasonable means to achieve completion of the Services within any timescale agreed by the parties, the Contractor shall not be liable for any loss, cost or expense incurred by the Client resulting from delay however caused.

4.4. The Contractor will carry out the Services in a good and workmanlike manner and in accordance with all rules and regulations that apply to the Services.

4.5. The Contractor shall be entitled to subcontract part of the Services to a suitably qualified person for that part of the Services. The Contractor shall remain responsible to the Client for any part of the services so subcontracted.

4.6. Except as otherwise provided, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

5.    CURRENCY

5.1. Except as otherwise provided, all monetary amounts referred to are in GBP.

6.    PAYMENT

6.1. The following items in the Estimate shall be paid, together with any applicable VAT, to the Contractor at the following times

6.1.1.   Hardware: All physical devices and equipment used to establish, maintain, and operate on, a computer network.

6.1.2.   Cabling: Structured copper and fibre cabling infrastructure used to transmit data signals between devices and network components within a computer network.

100% in advance of the commencement of the Services.

6.1.3.   Installation: Process of physical installation of network devices within a computer network infrastructure.

6.1.4.   Configuration: Process of customising parameters and settings within a computer network to enable proper communication and functionality.

50% in advance of the commencement of the Services and 50% upon completion.

6.2. All other items referred to in the Estimate will be payable upon completion of the Services.

6.3. The Contractor shall not be under any obligation to commence the Services, unless and until payment has been made by the Client in accordance with the above.

6.4. If the Contractor incurs any expenses in connection with the provision of the Services which are not included in the Estimate, the Contractor will be reimbursed from time to time for such expenses. All expenses must be pre-approved by the Client.

7.    INTEREST ON LATE PAYMENTS

7.1. Interest payable on any overdue amounts is charged at a rate of 5.00% per annum above the Bank of England Minimum Lending Rate current at the date the Services commence. The parties agree this is a “substantial remedy” for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.

8.    LIABILITY

8.1. Except for personal injury or death, the Contractor’s maximum liability to the Client for any failure, omission or other defect in the, or in the carrying out of, the Services, whether by breach of contract, duty of care, statute or howsoever arising, shall be the total amount payable by the Client for the Services.

9.    OWNERSHIP OF INTELLECTUAL PROPERTY

9.1. All intellectual property and related material (the "Intellectual Property") that is developed or produced by the Contractor for the Services will be the property of the Contractor. The Client is granted a non-exclusive licence of the Intellectual Property limited to the use by the Client of the Services at the Site.

9.2. Title, copyright, intellectual property, distribution, and moral rights of the Intellectual Property remain exclusively with the Contractor.

10. TERMINATION

10.1. The Contractor shall be entitled to terminate the provision of the Services if the Client has failed to pay any sum due in accordance with these terms and the Contractor has given the Client seven day’s notice in writing of its intention to terminate.

10.2. In the alternative, and without prejudice to its right to terminate under 10.1 above, the Contractor may suspend all or part of the Services if the Client has failed to pay any sum due in accordance with these terms and the Contractor has given the Client seven day’s notice in writing of its intention to suspend. Upon payment of the outstanding amount and interest in accordance with clause 7, the Contractor will resume the Services. The Client shall pay to the Contractor an amount equal to all loss, cost and expense incurred by the Contractor as a result of the suspension.

11. WARRANTIES

11.1. All equipment and materials supplied by or on behalf of the Contractor for the Services is guaranteed for one year following completion of the Services. In the event of any failure of such equipment or materials within this period will be replaced or repaired by the Contractor, at the Contractor’s discretion, without cost to the Client

12. CAPACITY/INDEPENDENT CONTRACTOR

12.1. In providing the Services it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that no partnership, employment or joint venture is created between them.

13. AUTONOMY

13.1. Except as otherwise provided, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

14. NO EXCLUSIVITY

14.1. The Parties acknowledge that this agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

15. TITLES/HEADINGS

15.1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting these terms.

16. GENDER

16.1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

17. GOVERNING LAW

17.1. This Agreement will be governed by and construed in accordance with the laws of England.

18. SEVERABILITY

18.1. In the event that any of the provisions of these terms are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

19. WAIVER

19.1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of these terms by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.