1.1 In these Conditions the following terms shall have the following meanings:-

‘Additional Charges’ means Charges which may be made (in addition to the Annual Support Charge) for additional services supplied pursuant to condition 6.3.3;

‘Additional Services’ means those additional services listed in the Order Form as being applicable to or clearly excluded from the network services;

‘Annual Support Charge’ means the support charge for the Maintenance Services;

‘Business Day’ means any and all days between Monday and Friday in any week but excluding English bank holidays or public holidays;

‘Carrier’ means the relevant third party public telecommunications operator or third party network service provider;

‘Charges’ means the charges (excluding the Price) payable by the Customer for Services as set out in the relevant Price List;

‘Company’ means Bluebell Telecom Limited a company registered in England and Wales Registered No 04117127 whose registered office is 15 Riverside Studios, Amethyst Road, Newcastle Business Park, Newcastle Upon Tyne, NE4 7YL and the expression “Company” includes the Company’s permitted assigns employees and agents;

‘Conditions’ means this terms and conditions for the provision of the Services;

‘Contract’ means the agreement between the Customer and the Company for the provision of the Equipment and/or Services (or any of them) incorporating these Conditions, the Order Form and any other Service Specific Conditions incorporated into the Contract in accordance with condition 2.1;

‘Commencement Date’ means the commencement date for the provision of the Services as set out in the Order Form;

‘Customer’ means the person, firm or company specified on the Order Form and any other person reasonably appearing to act within that person’s firm’s or company’s authority and includes where relevant the Customer’s permitted assigns employees and agents, and where the context permits or requires shall also include (without limitation) the End User;

‘Delivery’ means the arrival of the Equipment at the Customer’s premises before the unloading of such Equipment from the delivery vehicle; and ‘Delivered’ shall be construed accordingly;

‘Equipment’ means the equipment and/or software related products to be supplied under the Contract as set out in the Order Form and in accordance with the provisions of condition 6;

‘End User’ means the person or persons for whose benefit the Equipment is ultimately provided;

‘Installation’ means the physical installation of Equipment at the Customer’s premises;

‘Installation Services’ means services relating to the supply and installation of Equipment (where applicable)

‘Maintenance Services’ means the maintenance services provided by the Company to the Customer as set out in the Order Form or otherwise mutually agreed by the parties in writing;

‘Minimum Period’ means the minimum contract period applying to each of the Services commencing on the Commencement Date and expiring on the date at the end of the period set out in the Order Form or the Service Specific Conditions (where applicable);

‘Normal Working Hours’ means 9am to 5.00pm on any Business Day;

‘Order Form’ means the order form overleaf which sets out the Service Specific Conditions and details of the order, including without limitation the Customer’s details and the Equipment and/or Services to be supplied in accordance with these Service Specific Conditions and Conditions set out herein;

‘Price’ means the price for the Equipment and Installation Services;

‘Price List’ means the Company’s price list for each of the Services which may be varied from time to time;

‘Services’ means the Installation Services and the Maintenance Services (as applicable);

‘Service Specific Conditions’ means any additional terms and conditions as specified in the Order Form in respect of specific Services, and which for the avoidance of doubt, form part of these Conditions; and

‘User Instructions’ has the meaning given to it in condition 6.5(ii).

2.1 The Order Form, together with these Conditions shall form the exclusive terms and conditions of the Contract between the parties

2.2 All quotations and tenders in respect of the Services and/or the Equipment shall be subject to these Conditions.

2.3 In the event of a conflict between these Conditions and any Service Specific Conditions, these Conditions will prevail in respect of the relevant Service.

2.4 Any illustrations, samples or descriptive material, including without limitation, any sales, marketing and advertising materials, drawings, specifications of weight, capacity or dimensions and particulars of shade shall not form part of the Contract but shall be treated as approximate only unless specifically stated otherwise. Any savings quoted are illustrative only. All documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the Company and must not be copied or loaned or transferred.

2.5 Tenders and quotations are valid for a period of thirty (30) days from the date of issue and may be withdrawn or varied by the Company at any time within such thirty (30) days prior to acceptance by the Company in accordance with condition 2.1.

2.6 Any variation to the Contract (or any part thereof) shall not be valid unless mutually agreed by the parties in writing,

2.7Each order for Equipment and/or Services (except in the case of Installation Services which will form part of the contract for the supply of Equipment) shall (for the purposes of this condition 2.7 be deemed a separate contract (whether or not included on the same Order Form) to the extent that any delay or failure to supply Equipment and/or Services shall not entitle the Customer to terminate the Contract (to the extent that any such entitlement exists) for other Equipment and/or Services or any other contract entered into under these Conditions.

3.1 The Customer shall be responsible for providing the Company with all information relevant to the supply of the Equipment and the provision of Services within sufficient time to enable the Company to duly perform the Contract.

3.2 Without limitation to the generality of condition 3.1, the Customer shall be responsible for ensuring that the details set out on the Order Form and any drawings, sketches, specifications, descriptions or other instructions supplied by the Customer (or any of its agent or representative) are accurate and complete. The Customer shall indemnify and hold the Company harmless in respect of any liability, loss, injury, damage, demand, claim, cost charge or expense which may be incurred or sustained by the Company by reason of or arising directly or indirectly out of or in respect of any inaccuracy in respect of any such drawings, sketches, specifications, descriptions or other instructions in relation thereto.,

This condition 4 shall apply if the Company provides Installation Services to the Customer.

4.1 DELIVERY

4.1.1 In consideration for payment of the Price pursuant to condition 9.1 The Company shall take reasonable steps to deliver the Equipment and where applicable supply the Installation Services. The provision of the Installation Services shall commence only upon the receipt of all such relevant instructions by the Company from the Customer. For the avoidance of doubt, time shall not be of the essence and the Customer acknowledges and agrees that the Company shall not be entitled to terminate this Contract for any delay in the Delivery and/or the provision of the Installation Services.

4.1.2 Without prejudice to the generality of condition 3, the Customer shall be responsible for providing the Company with any relevant and necessary instructions for the Delivery of the Equipment within a reasonable period prior to the estimated Delivery date advised by the Company to the Customer.

4.1.3 If the Customer fails to take Delivery of the Equipment or if by reason of instructions or lack of instructions from the Customer the delivery of any Equipment in accordance with the Contract is delayed for more than thirty (30) days after the Company has given notice in writing to the Customer that the Equipment is ready for Delivery the Equipment shall be deemed to have been Delivered in accordance with the Contract and thereafter the Equipment shall be deemed to be at the risk of the Customer. The Customer shall pay to the Company the reasonable costs of storing, protecting and preserving such Equipment after the expiry of such period of thirty (30) days.

4.1.4 Any delay in the Delivery (including Delivery by installments) shall not entitle the Customer to treat the Contract as at an end or to terminate the Contract or to reject any other subsequent installment(s).

4.1.5 Notwithstanding any delay in the Delivery and/or installation of the Equipment or where the Customer refuses to take Delivery for whatever reason including without limitation, in accordance with condition 4.1.2, then any remaining balance of the Price in accordance with section 9.1 herein shall become due and payable within seven (7) days of such date of deemed Delivery.

4.2 CONNECTION

4.2.1 The responsibility for the cost of connection to the public switch network and/or the provision of additional lines to the public telephone system lies with the Customer.

4.2.2 The Customer shall ensure that a suitable earthed mains electricity supply of 240v in accordance with the Institution of Engineering and Technology’s IEE Wiring Regulations in force at the date of Delivery is available within 2 metres of where the equipment is to be installed.

4.3 PROPERTY AND RISK

4.3.1 The Equipment shall be at the Customer’s risk upon Delivery or date of deemed Delivery (as described in condition 4.1.3) whether or not ownership in the Equipment has passed or payment or part payment made therefor. The Customer shall be solely responsible in procuring appropriate insurance in respect of the Equipment .

4.3.2 Notwithstanding Delivery and the passing of risk, the property in the Equipment supplied under the Contract shall not pass to the Customer until the Company has received in cash or cleared funds payment in full for the Equipment and Installation Services (where applicable) and all other equipment and/or services agreed to be sold by the Company to the Customer for which payment is then due.

4.3.3 Until such time as the property in the Equipment has passed to the Customer, the Customer shall hold such Equipment as the Company’s fiduciary agent and bailee, and keep such Equipment properly stored, protected and insured.

4.3.4 Until such time as the property in the Equipment passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the Equipment to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Equipment is stored and repossess such Equipment.

4.3.5 The Customer shall not, without the consent of the Company, be entitled to pledge or in any way charge by way of security for any indebtedness any Equipment which remains the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without prejudice to any right or remedy of the Company) forthwith become due and payable.

4.4 LIABILITY FOR REPLACEMENT OR REPAIR

4.4.1 Subject to the following sub-clauses of this condition 4.4, the Company shall, at its option and without cost to the Customer either repair or replace any defective Equipment to make good any defect which shall be proved to the satisfaction of the Company to be the result of faulty design, materials or manufacture of the Equipment; or where the Company supplies Installation Services under this Contract, then rectification of any such Installation Services provided always that the Company shall have no liability whatsoever for any such defects unless the Customer notifies the Company, within five (5) Business Days from Delivery or Installation (were applicable) whichever is the later event, of any defect arising prior to and/or on Delivery or Installation and (subject to condition 4.4.2) within twenty-four (24) hours of any latent defect arising during the twelve (12) month period from the Commencement Date.

4.4.2 Where the Customer enters into an agreement for maintenance of the Equipment with a third party, the Company shall not be liable for repairs, replacements, renewals and maintenance of such Equipment subject only to the Company’s liability in respect of defects arising on or before Delivery of the Equipment provided that the Customer notifies the Company within five (5) Business Days of delivery in accordance with condition 4.4.1.

4.4.3 Where the Company is to supply Maintenance Services in respect of the relevant Equipment under the Contract, condition 6 shall apply and in the event of any conflict between this condition 4.4 and condition 6, the provisions in condition 6 shall prevail.

4.4.4 The liability of the Company shall apply only to defects that appear under proper use and under
conditions of operation not more onerous than those declared to the Company by the Customer prior to entering into the Contract, and in particular shall not apply to defects which arise from the Customer’s neglect, misuse, faulty maintenance or from alterations carried out without the prior written consent of the Company or from repairs carried out improperly by the Customer or its servants or agents or arising from normal wear and tear. Notwithstanding the foregoing, the Company shall be entitled to, at its discretion, rectify such defects subject to condition 4.4.6 herein.

4.4.5 Any Equipment which has been returned to the Company and replaced by the Company shall become the property of the Company.

4.4.6 The Company reserves the right to charge on a quantum meruit basis for the costs of repairs where the damage has resulted from misuse or unauthorised repair or alteration of the Equipment by the Customer.

4.4.7 Neither acknowledgement of receipt nor investigation by the Company of any claim hereunder or consent given hereunder shall constitute or imply admission by the Company of any liability in respect of such claim.

4.5 TRADEMARKS AND BRANDING

4.5.1 The Company shall be entitled to fix to any Equipment legends bearing the Company’s and/or its third party supplier’s name and/or trade marks or other marks (“Marks”)

4.5.2 The Customer shall ensure that no Marks affixed to the Equipment are removed or defaced at any time.

This condition 6 shall apply if the Company provides Installation Services to the Customer.

6.1 DURATION OF SERVICES

6.1.1 Subject to the payment of the Annual Support Charge by the Customer, the Company shall supply to the Customer the Maintenance Services from the Commencement Date for no less than 4 years and the Contract shall continue thereafter from year to year (each year starting on the anniversary of the Commencement Date) until terminated by notice in writing by either party to the other, such notice to be no less than ninety (90) days prior to the next anniversary of the Commencement Date.

6.2 PROVISION OF SERVICES

6.2.1 The Maintenance Services shall apply only in respect of Equipment as set out in the Order Form and any other equipment (which for the purposes of this condition 6, shall be deemed “Equipment”) mutually agreed in writing between the parties in writing shall be included under the Contract for Maintenance Services.

6.2.2 Unless otherwise stated to the contrary on the Order Form that a different level of Service (in terms of response times and hours of attendance) will apply, the Company will, within four (4) Business Days, on receipt of notification from the Customer of a request for the provisions of Maintenance Services and the Equipment being made available, commence during Normal Working Hours all adjustments, repairs and replacements of defective components resulting from fair wear and tear and/or faulty workmanship of the Company and/or materials which in the opinion of the Company are necessary for the functioning of the Equipment.

6.2.3 Where the Company replaces defective Equipment or part thereof, it shall be entitled to supply serviceable reconditioned items in substitution thereof. These Conditions shall continue to apply to the Equipment embodying such substituted items.

6.2.4 The Company does not provide any warranties whatsoever in respect of the provision of Maintenance Services (or any additional services supplied pursuant to conditions 6.3.1 and 6.3.2).

6.2.5 The Company shall provide all necessary spare parts in respect of the Equipment which in the Company’s reasonable opinion are required to keep the Equipment in operation. All replaced parts shall become the property of The Company.

6.2.6 Subject to condition 6.3.1, Maintenance Services shall not include the following (“the Excepted Services”):

(i) the repair of damage to the Equipment resulting from accident, neglect or causes other than ordinary use including failure to comply with all instructions supplied by the Company regarding the operation of the Equipment;

(ii) repair, labour or materials required as a result of theft, vandalism, fire, lightning, water damage, fluctuations in electrical power supply, unsatisfactory environmental conditions, third party services providers telephone lines and network conditions, the connection of unapproved accessories and/or the attachments of other devices to the Equipment, or as a result of breach by the Customer of any of the terms of condition 6.5;

(iii) the alteration, modification or maintenance of the Equipment by any other party other than the Company without the Company’s prior written consent;

(iv) the transportation or relocation of the Equipment save where the same has been performed by or under the direction of the Company;

(v) the maintenance or repair of any extension wiring upon the expiry of the initial twelve (12) month period under condition 4.4.1, any Equipment relocated pursuant to clause 6.2.6(v)

(vi) any defect or error in any software used upon or in association with the Equipment;

(vii) the supply of replacement cassettes, aerials, aerial systems and batteries;

(viii) reprogramming of the Equipment for any reason including without limitation, to provide improved or modified service or facilities;

(ix) Equipment faults caused by telephone area code changes or changes in Carriers.

6.3 ADDITIONAL CHARGES
6.3.1 The Company may at its sole and absolute discretion upon the Customer’s request provide all or any of the Excepted Services in consideration for the payment of the Additional Charges in accordance with condition 6.3.3 below.

6.3.2 Without prejudice to condition 6.3.1 above the Company shall be entitled to levy Additional Charges in the manner described in condition 6.3.3 below if:

(a) Maintenance Services are provided in circumstances where any reasonably skilled and competent person would have judged the Customer’s request to have been unnecessary; and/or

(b) the Customer reports an apparent fault of the Equipment to the Company and upon investigation by the Company the Equipment and/or its installation is found not to be defective (in respect of a charge for the investigation and/or for any call-out including, without limitation, Equipment changed in a postal exchange where the Company reserves the right to make a charge up to the replacement value of the item in question); and/or

(c) where a fault that has been reported to the Company is in the reasonable determination of the Company, a non-Equipment fault and is a Carrier fault (in respect of a charge for the call-out in accordance with the Company’s then current Price List).

6.3.3 Additional Charges shall be levied by the Company as follows:
(a) upon completion of the work in respect of additional services supplied under condition 6.3.1 and
6.3.2(a); and

(b) following completion of the investigation and/or call out in respect of condition 6.3.2(b) and (c); and such Additional Charges (calculated in accordance with the Price List prevailing at the time) in this clause

6.3.3 shall be payable by the Customer within thirty (30) days of receipt of an invoice.

6.3.4 In respect of a fault which is a failure by the Carrier as referred to in condition 6.3.2 (c) the Company will provide to the Customer a Carrier fault reference that may be used by the Customer to recharge the cost the Company has charged on to the Carrier, however this does not constitute any acceptance of liability for such costs by the Company and for the avoidance of doubt the Company is not liable to the Customer where the Carrier refuses to cover such costs (or any of them).

6.4 DISCONTINUED SERVICES

6.4.1 Without prejudice to condition 13 or any other right of suspension or termination of Services under these Conditions, the Company shall have the right to discontinue the Maintenance Services in respect of specified Equipment (without further liability to the Customer) in the event that the Company’s supplier and/or the manufacturer has ceased to supply of such Equipment PROVIDED THAT the Company shall notify the Customer as soon as it is aware of any cessation in the supply of such Equipment and shall arrange with the Customer to either terminate the Contract or replace or upgrade the affected Equipment at the Customer’s expense.

6.4.2 Without prejudice to condition 13 or any other right to terminate any Services under these Conditions, the Company shall have the right to terminate forthwith the supply of the Maintenance Services (without further liability to the Customer) in the event that any necessary approvals required by the Company to maintain any of the Equipment are disallowed or revoked by any government or regulatory agencies.

6.5 The Customer undertakes that:

(i) it procure that the Equipment is used in the manner which the Equipment is provided;

(ii) it will carry out such routine day-to-day preventative maintenance measures as may be recommended in the customer operating instructions and manufacturer’s written recommendations supplied with the Equipment(“User Instructions”);

(iii) it will carry out minor maintenance adjustments advised by the Company which includes minor programming changes with telephone support and replacement of handsets and cords which are relayed by courier or post;

(iv) it will not permit alteration to call routing apparatus or extension wiring except by the Company, or by the Company’s authorized agents, save that in relation to the connection of other apparatus to the Equipment, such connection may be performed by another person at the Customer’s expense if either (a) the Company so agrees in writing and is signed by a Director of the Company, or (b) the Company fails to carry out the connection itself within sixty (60) days after receiving written notice from the Customer stating that the Customer wishes specified apparatus to be so connected and naming that other person by whom the Customer wishes the connection to be performed;

(v) it will appoint at least one member of its staff as a “Principal Operator”, who will be trained in the use of the Equipment. The Customer will ensure that such Principal Operator is available at all times to carry out the instructions in the User Instructions and to liaise on Maintenance Services matters with the Company;

(vi) it will not employ a third party to make any alterations to the programming or physical structure of the Equipment;

(vii) it will ensure that the environmental conditions for the Equipment are maintained in accordance with the User Instructions;

(viii) if the Equipment is not (immediately prior to the Commencement Date) either already maintained by the Company or within the scope of an express warranty given by the supplier thereof, then the Company may at its discretion inspect the Equipment and undertake such repair work as may be necessary to put the Equipment in good working order. The Customer shall pay for such inspection and repair at the Company’s then current charge rates applying at that time, and such payment shall be in addition to the annual Support Charge.

6.6 CHANGE OF LOCATION

6.6.1 The Customer will not move any of the Equipment, nor remove the Equipment from its location as at the Commencement Date without the prior written consent of the Company, (such consent not to be unreasonably withheld). Where the Company consents to such relocation, the Company shall provide a relocation and installation service, the cost of which shall be paid by the Customer in accordance with the Company’s then current Charges applying at that time, and such payment shall be in addition to the Annual Support Charge.

7.1 The Customer hereby consents to and shall procure that its owners, directors, officers and assigns consent to, the Company carrying out searches with credit reference agencies relating to the credit worthiness of the Customer and/or its owners, directors, officers and assigns and the Customer undertakes to supply or procure the supply of all information requested for a credit search with a credit reference agency, who will add to the Customer’s records and/or those records of its directors, officers and assigns details of the searches and these will be seen by other organisations that make searches.

7.2 The parties agree that where the Company approaches a financial services provider to arrange the financing for the purchase of Equipment on behalf of the Customer, the Company shall be deemed to be acting as a representative of the Customer and not of the financial services provider.

7.3 The Customer undertakes to supply all information requested by the selected financial services provider(s). The Customer hereby agrees and permits the financial services provider to register searches in respect of the Customer’s credit worthiness with one or more credit agencies. The Customer acknowledges that due to the nature of such credit-referencing services, the credit search on and credit rating of the Customer shall be visible to other third party organisations conducting similar credit referencing searches.

7.4 In the event that the Company is unable to obtain finance on the terms originally proposed and agreed between the parties, Company shall be entitled to either (a) continue with the provision of the Equipment and/or Services; or (b) return the deposit received from the Customer without further liability to the Customer.

7.5 The Customer shall provide any third party indemnities required by the financial services provider to secure the financing of the Equipment. The Customer’s failure to provide such indemnities shall constitute a breach of these Conditions and the Company shall be entitled to retain any deposit paid by the Customer as a genuine pre-estimate of loss suffered by the Company.

7.6 After Delivery and Installation (where applicable) is completed any failure by the Customer to complete the finance agreement documentation and commence payment in accordance with the terms of the finance agreement shall render the Customer liable to pay to the Company the whole of the Price (plus VAT) as defined in condition 8.1.2 within seven (7) days of presentation of an invoice.

8.1 EQUIPMENT

8.1.1 Cash sales: The Price is as stated on the signed acknowledgement of order sent by the Company to the Customer and is exclusive of Value Added Tax or any other tax or duty payable. The amount of such taxes or duties shall be added to the Price and shall be payable by The Customer in the same manner as the Price.

8.1.2 Finance Plans: Where the Equipment is supplied under the terms of a finance agreement the Price is the total of the deposit plus all the periodic installments as defined in the finance agreement.

8.1.3 Unless otherwise specified the Price is based on the assumption that the Equipment and (where applicable) Installation Services will be completed in one continuous visit to the site agreed with the Customer and accordingly the Company may at its discretion at any time increase the Price to take account of any additional costs to the Company (including but not limited to storage and delivery costs) by reason of the Delivery taking more than one visit. For the avoidance of doubt, the Company shall notify the Customer, where possible to do so, in the event the Customer has incurred such additional costs pursuant to this condition 8.1.3.

8.2 BLANK

8.3 MAINTENANCE SERVICES

8.3.1 The Customer shall pay to the Company the Annual Support Charge in accordance with condition 9.3.

8.3.2 The Company may from time to time adjust the Annual Support Charge by advance notification in writing. Such adjustments shall not be made more than once in every 12 month period.

8.4 All sums referred to under these Conditions are (unless otherwise stated) exclusive of Value Added Tax and any taxes of a similar nature which may from time to time be introduced, which will be payable a the rates ruling at the date of invoice.

9.1 EQUIPMENT

9.1.1 Cash Sales: A deposit for a sum equivalent to one third of the Price (plus VAT) is required at the time when the Order Form is submitted for acceptance by the Customer to the Company. The balance of the Price (plus VAT) as defined in condition 8.1.1 is payable immediately upon completion of Delivery or in accordance with condition 4.1.5 in the event of a deemed Delivery pursuant to condition 4.1.3.

9.1.2 Finance Plans: Where payment is arranged through a finance provider payment shall be in accordance with the terms of the finance agreement.

9.2 BLANK

9.3 MAINTENANCE SERVICES

9.3.1 Unless otherwise agreed, the Customer will pay the Annual Support Charge to the Company monthly by Direct Debit in advance of the relevant period.

9.3.2 Where the Company has agreed to raise an Annual Support Charge annually the Customer will pay the charge within fifteen (15) business days in advance of the Commencement Date and annually thereafter upon each anniversary of that date.

9.4 If payment of any sum payable to the Company by the Customer is not made on or before the due date, the Company shall be entitled to charge the Customer interest on such sum at the rate of 8% per annum above the current base rate of National Westminster Bank PLC such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month.

9.5 Payment of all sums due to the Company shall be made without any discounts and/or set-off whatsoever.

10.1 To enable the Company to fulfill its obligations under any Contract:

10.1.1 the Customer shall permit or procure permission for the Company and any other person(s) authorised by the Company to have reasonable access to the Customer’s (and/or the relevant End User’s) premises, Equipment and any other relevant telephone system and other equipment and shall provide such reasonable assistance as the Company requests.

10.1.2 The Company will normally carry out work, by appointment and during Normal Working Hours but may request the Customer to provide access at other times which will not be unreasonably withheld

10.2 At the Customer’s request, the Company may agree (at its sole discretion) to work outside the Normal Working Hours and the Customer shall pay the Company’s reasonable charges for complying with such a request.

10.3 The Customer warrants that it has adequate health and safety provisions in place at its premises and shall indemnify and hold harmless the Company against any claims, costs, expenses (including, but not limited to, legal expenses) arising against the Company in respect of any injury to property or person sustained by the Company’s employees, agents or sub-contractors whilst attending the Customer’s premises. The Customer will pay for the cost of removal and /or engage in contractors to remove all materials within fifteen (15) days of such material being identified to enable the Company to provide the Installation Services.

11.1 Unless otherwise stated in these Conditions (or any relevant Service Specific Conditions) the Company makes no warranty at all in respect of the supply of Equipment and Services and all other warranties which by reason of statute or other direction, regulation or governmental authority may be implied into a Contract for the supply of Equipment and/or Services are hereby excluded to the fullest extent possible, save for those warranties which by reason of such statute or other direction, regulation or governmental authority cannot be excluded.

11.2 Subject to condition 11.6, in no circumstances shall the Company’s liability to the Customer in respect of one incident or series of connected incidents in any one year, exceed 50% of the Price paid for Equipment and Installation Services and/or the Charges payable for Services payable for the relevant Equipment and Installation Services and/or the Charges for Services to which the claim or claims relate.

11.3 Subject to condition 11.6, with regard to defective Equipment, liability shall attach to the Company only if the relevant Equipment and Installation Services (where applicable) have been paid for in full. Failure of the Customer to carry out any of the Customer’s obligations shall relieve the Company of any liability.

11.4 Under no circumstances shall the Company be liable in any event for consequential loss, indirect loss, special damages, loss of anticipated savings, loss of contracts, loss of goodwill and reputation, loss of profits (direct or indirect), loss of management time or all other indirect loss, however arising, whether or not the Company knew or ought to have known that such losses or damages might be incurred including without limitation loss of income, interest or loss of markets.

11.5 Neither party shall be liable to the other party for any breach of any provision of the Contract caused by any reason outside the control or responsibility of that party including any Act Of God, terrorist attacks, inclement weather, failure or shortage or power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, or other competent authorities.

11.6 Nothing in these Conditions shall exclude or restrict either party’s liability for death or personal injury resulting from the negligence of that party or its employees while acting in the course of their employment with that party or in respect of fraudulent misrepresentation.