Terms & conditions of business

1) The agreement

All orders and contracts for the sale of goods and services are accepted by Enjudica Limited (the Company) on these terms and conditions which supersede any previously published terms in this or any other previously published or distributed document or elsewhere.

2) Offers, acceptance and quotations

No obligation can arise as a result of a contact, quotation or any other offer until the Company accepts the order from the person, company or other organisation (the Purchaser) with whom the sale or supply of products or services is conducted. In the event of any inconsistency between the Company's and the Purchaser's terms and conditions the Company's terms and conditions of sale shall prevail unless and until both parties accept variation by express agreement in writing.

3) Delivery times

The company will use its best endeavours to provide the goods and/or services within any time specified at such time unless it is specified as being of the essence shall be regarded as an estimate of delivery time only.

4) Ownership

a) Title to any goods shall remain in the Company until such time as all monies due to the Company have been discharged fully.

b) In the event of the Purchaser going into liquidation or becoming bankrupt and any monies outstanding of any nature from the Purchaser to the Company then any goods supplied to the Purchaser by the Company shall immediately be delivered back to the Company. Title/ownership of any product shall only pass from the Company to the buyer ONLY after payment in full has been made.

5) Web sites

The completion of a web site will be deemed to occur when the text provided by the Purchaser to the Company is available for any third party to view upon the Internet, whether a Purchaser's web site address is utilised or not.

6) Domain names

All domain names registered on behalf of a client by Enjudica Limited are governed by the current terms and conditions of the appropriate registration body. For .uk domain names please read and agree to Nominet's terms and conditions. For .com domain names please read and agree to Verisign's Service Agreement.

7) Payment

Unless expressly varied in writing payment of any invoice shall be made by the Purchaser as follows:

a) 20% of the gross sum upon the acceptance of the Purchaser's order by the Company.

b) The balance outstanding upon completion of the web site in accordance with clause 5 above.

c) These payment terms are of the essence and where payments are late then interest shall accrue on outstanding balances at the rate of 4 % above the base rate for the time being of HSBC Bank per 28 day period compounded in each 28 day period.

8) Liability in the case of goods

The Company will, at its discretion, repair or replace a product or reapply a service if under proper use and within 12 months of despatch defects appear due to faulty materials or workmanship. Alternatively, a refund of the purchase price may be given or where the Company is owed sums by the Purchaser a credit note may be issued. Acceptance of liability is at the discretion of the Company. All products should be returned at the Purchaser's risk suitably packaged and carriage paid within 12 months of despatch from the advice note stating the original invoice number relating to the product in question and detailing the claimed defect. Should any modification or attempted repair be made to the product for any reason this will invalidate the warranty. Any item added to the product by the Purchaser should be removed before return to the Company. If such products are returned the Company will accept no liability for any item attached to or associated with any product returned under warranty. The Company will assume that it is authorised to remove any attachments but will not be obliged to reconnect such items before the return of the product to the Purchaser.

This warranty excludes and no liability can be accepted for consequential loss or injury arising out of defective products howsoever.

The Purchaser accepts that it is their responsibility to ensure that all electricity supplies to any computer equipment are of a constant and stable type and that such supplies will not affect the computer or software.

The Company shall have no liability in respect of damage, expense or consequential loss arising from the failure or delay in delivery or in performance of any obligations under contract due to any cause within or outside the Company's control. Causes shall include but not be limited to acts of God, fire, floods, war, civil disturbances, riots, accident, sabotage, subsidence, acts of governments, industrial disputes or failure by any subcontractor.

The Company ensures that every care and attention is given to the provision of correct information whether technical or otherwise. However, no liability can be accepted by the Company for any expense or subsequential loss arising from either the failure to provide information or any statement made by the Company's agents or representatives as to the specification of any product or suitability for a defined purpose unless that information is confirmed in writing.

9) Safety instructions

The Purchaser undertakes with the Company that it will ensure compliance so far as is reasonably practicable by his servants, agents, licensees and Purchasers with any Instructions given by the Company or manufacturer of the goods for the purpose of ensuring that the goods will be safe and without risk to health when properly used and will take any other steps or precautions having regard to the nature of the goods as are necessary to preserve the health and safety of persons handling, using or disposing of them.

10) Severance

a) In the event of any part of the conditions being ineffective for any reason the remainder thereof shall constitute the condition binding upon the parties.

b) Where this Agreement relates to more than one item of Equipment it shall be a separate and severable contract for each item of equipment.

11) Assignment

a) Neither this contract nor any of the rights and obligations hereunder shall be assigned by the Purchaser to any other person, company, body corporate, partnership or individual without the prior written consent of a Director of the Company save as referred to below.

b) If the Purchaser wishes to lease or finance the purchase of the equipment through a third party then the Company shall allow the Purchaser to assign the obligations of payment to an assignee but without prejudice to the generality of this contract.

12) Proofreading

The Purchaser shall proofread all information contained on the web site prepared by the Company. The Company will correct any errors made from the original draft if notified by the Purchaser within 14 days of completion of the web site.

13) Amendments

The Company reserves the right to charge on an item by item basis for any amendment to the web site or any other service supplied or any goods delivered from the Purchaser's specification. Charges will be calculated in accordance with current charge structure.

14) Legal interpretation

The Contract is governed by English law and any dispute arising out of it or in connection with it shall be determined by the Courts of Bristol, Avon.

Revision 2, 4th September 2003