Blazer Systems and Blazer International Limited Standard Terms and Conditions Definitions1.1 The term “Blazer Systems” or “Blazer International” or “Blazer ” or “Developer” “us” or “we” refers to the owner of Blazer International Limited and owners of this website whose registered office is 9 Limes Road, Beckenham, Kent, BR3 6NS. The term “you” or “the Customer” refers to any customer of Blazer International and any user or viewer of our website. 1.2 In this Agreement the following words and expressions shall have the meaning set out below and other capitalised words shall have the meaning set out in this Schedule: “Acceptance” means the passing of the acceptance tests , and “Accepted” shall be construed accordingly; “Intellectual Property Rights” means any and all registered and unregistered copyright patents, design rights, database and compilation rights, Marks (and related goodwill), trade secrets and other intellectual property rights, howsoever arising and in whatever media, and any applications for their protection or registration and all renewals and extensions anywhere in the world; “Marks” means any and all names, brands, logos, trade marks, service marks, trade names and domain names; “Equipment” means hardware or software goods or licenses supplied by Blazer “Services” means a chargeable service supplied by Blazer 1.3 Except where the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting any gender include any other genders, and words denoting persons include firms and corporations and vice versa. 1.4 Unless otherwise stated, a reference to: (a) a clause or a Schedule is a reference to a clause of or schedule to this Agreement. Clause headings are for ease of reference only and do not affect the construction of this Agreement; (b) “include” and “including” shall be construed without limitation; and (c) any Act of Parliament shall be deemed to include any amendment, replacement or re-enactment thereof then in force and to include any bye-laws, statutory instruments, rules, regulations, orders, notices, directions, consents, licences, conditions or permissions made thereunder. General The Conditions apply to all Contracts of Blazer to sell or supply goods and/or services and shall take precedence over any terms put forward by the you unless Blazer expressly agrees to them in writing. No action by the Company shall be deemed to constitute acceptance of any terms put forward by you and no concession made or latitude allowed by Blazer to you shall effect the strict rights of Blazer under the Contract. These Conditions may only be varied with the express written agreement of the Company. Blazer is a business to business supplier of goods and services and does not supply Consumers as defined by the Supply of Goods and Services Act. Use of the Blazer Systems Web Site Welcome to our website. If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Blazer System’s relationship with you in relation to this website. 2. The use of this website is subject to the following terms of use: 2.1 The content of the pages of this website is for your general information and use only. It is subject to change without notice. 2.2 Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. 2.3 Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements. 2.4 This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions. 2.5 All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website. 2.6 Unauthorised use of this website may give to a claim for damages and/or be a criminal offence. 2.7 From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s). 2.8 You may not create a link to this website from another website or document without Blazer Systems’s prior written consent. 2.9 Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales. Terms and Conditions of Business 3. Web site design, email and web hosting services 3.1 The copyright in any methodologies and technologies provided by the Blazer for the project shall remain in the Developer or its licensors. All Intellectual Property rights created, whether alone or jointly, by the Developer in connection with the Project shall by way of present and future assignment remain the property of the Developer. 3.2 The Developer grants the Client a royalty-free, worldwide, non-exclusive licence to use any methodologies and technologies provided by the Developer. 3.3 Nothing in this Agreement shall be taken to prevent the Developer from using any expertise acquired or developed during the performance of this Agreement in the provision of services for other companies or on its own behalf. 3.4 Any and all data hosting services provided to you by Blazer are for your convenience only and it is your responsibility to ensure that all your data is protected by such means as your own backup devices. Blazer accept no liability whatsoever for any loss of data hosted for you. 3.5. Email messages transmitted using the Internet can be affected by many issues, Blazer offers no guarantee of successful delivery of email sent using services supplied by Blazer and accepts no responsibility or liability in any respect for any content contained within email messages, you are responsible for checking all email for viruses, malware and unsafe links to other locations contained within any email messages. 3.6 Hosting servers may from time to time be taken offline for maintenance and other reasons and events outside the control of Blazer. Blazer offer no guarantee of availability of any web sites for which we offer hosting services. 3.7 If any material is found that we consider to be racist, offensive, homophobic, or extremist on any web site or any email store hosted by Blazer, then Blazer reserve the right at all times to terminate without notice the associated web site and email account without any compensation or refund of any charges whatsoever already paid. 4. Warranty 4.1 Blazer warrants for a period of 12 months from date of delivery of any hardware goods supplied to you that the goods shall be free of defects caused by materials of workmanship. 4.2 Blazer warrants that it will provide such services as it agrees to provide with reasonable skill and care. This warranty is the Company’s only warranty relating to services and no other warranty or condition, terms or undertakings, statutory or otherwise, express or implied, will apply. 4.3 Blazer will make good by repair or exchange (at its option) such of the Equipment or part thereof which is shown to its reasonable satisfaction to have proved defective in materials or workmanship during the Warranty Period. 4.4 The Equipment must be unmodified, have been properly used under normal working conditions and have been properly stored, installed and maintained. 4.5 Before returning the Equipment or any part thereof the Customer must obtain written authorisation from Blazer and details of the Company’s returns procedure which must be fully complied with. 4.6 The Equipment or part to be returned must be delivered to the Company’s premises in its original packaging together with supporting documentation showing full description of the alleged fault and showing the relevant written returns authorisation. In the event that the Customer fails to comply with this requirement then the Company will be entitled to charge a handling fee upon authorised return of the Equipment. 4.7 All delivery charges for carriage to and from the Company’s premises must be paid by the Customer. 4.8 Where parts only are returned Blazer shall not be responsible for installing any such part after repair or exchange. 4.9 Blazer may elect to carry out any repairs at the premises of the Customer and if so electing then the Customer shall provide the Company’s employees or agents with free access to the place of installation and free access to any service or facilities that may be required to repair the Equipment. 4.10 If it so elects Blazer may require the Customer to return the Equipment or part direct to the manufacturer for repair or exchange in which case such repair or exchange on the part of the manufacturer shall satisfy the Company’s warranty obligations. 4.11 The foregoing warranty shall only apply to any replacement Equipment or parts thereof supplied by the Company under this warranty for the balance of the warranty period applicable to the Equipment sold. 4.12 The benefit of this warranty cannot be assigned on by the Customer to a third party. 4.13 Blazer gives no undertaking that the Equipment is fit for any particular purpose (including any purpose for which such Equipment is commonly supplied) or is of any particular quality in respect of its appearance, finish, safety, durability or freedom from defects or otherwise. The Customer, having greater knowledge of his own requirements, relies entirely on his own skill and judgement in evaluating whether the Equipment is in every respect of satisfactory quality. 4.14 Subject to the foregoing all conditions, terms and representations, express or implied by statute, common law, custom or usage in relation to any goods and services supplied by Blazer are hereby excluded (so far as they may lawfully be excluded) and the Company shall be under no liability to the Customer for any loss, damage or injury, direct or indirect, resulting from defective material, faulty workmanship or services otherwise howsoever arising and whether or not caused by the negligence of the Company, its employees or agents 5. Pricing 5.1 Unless otherwise specified prices payable for the Equipment are exclusive of carriage and are subject to Blazer’s right to require payment of delivery charges, insurance costs, customs duties, special handling charges and/or packaging charges as appropriate. 5.2 Blazer shall have the right at any time to revise prices to take into account increases in costs including (without limitation) costs of agreed changes in any taxes, duties, levies or exchange rates or costs arising as a result of site conditions, delays, interruptions, lack of information and any other factor beyond the Company’s control. 5.3 All price queries are to be notified to Blazer within 7 days of the date of the invoice. 6. Orders and Delivery 6.1 All orders for goods and services must be confirmed by you to Blazer in writing. Proof of delivery of the relative goods shall suffice to prove the validity of the order unless Blazer receives written notification to the contrary within 3 days of delivery. 6.2 Delivery times and dates given are best estimates and no warranty or gaurantee is given to meet any quoted delivery times. 6.3 You shall inspect the Equipment as soon after delivery as is reasonably practicable and in any event within 3 working days after delivery, which period the customer agrees is a reasonable period given the nature of the Equipment supplied by the Company. 6.4 You will notify the Company in writing of any shortage of supply, deficiency, or damage to or fault with the Equipment within 3 working days of delivery. If you fail to comply with this clause the Company shall not be liable to the customer in respect of any shortage discrepancy, damage or fault, or in respect of any consequential losses or expenses arising therefrom. 6.5 You hereby agrees that the retention of the Equipment without written complaint to the Company within 3 working days of delivery constitutes for all purposes an intimation by the Customer that the Equipment has been unconditionally accepted and that given the nature of the Equipment supplied by the Company, 3 working days constitutes a reasonable period within which the Equipment should be rejected. 7. Payment and Retention of Title 7.1 Payment for all goods and services is due on presentation of Blazer’s invoice or in advance of supply of goods and/or services if so required by Blazer. 7.2 Blazer reserves the right to charge interest on any overdue payments. 7.3 Blazer reserves the right to suspend any and all services in the event of non payment of invoices by you, irrespective of what goods or services the outstanding invoices relate to. 7.4 The Equipment shall remain the property of the Company until payment in full has been made for all sums payable to the Company (including those sums which have not yet fallen due for payment) under all Contracts between the Company and the Customer. 8. Cancellation 8.1 No Contract or order may be cancelled without Blazer’s written consent. In the event that cancellation is agreed for whatever reason the Customer shall indemnify the Company against all costs, claims, loss and expense occasioned thereby including any consequential loss and loss of profits. 9. SPECIFICATION AND PERFORMANCE 9.1 Blazer reserves the right to alter or depart from any specification or design of any Equipment sold provided that such alteration or departure shall not to a material extent adversely affect the performance of the Equipment or the quality of the workmanship or the materials used. 9.2 Unless otherwise expressly agreed in writing any performance figures, quoted or referred to in any specification or other document are estimates only based on assumed conditions in a well managed office with experienced adequate and efficient operatives and appropriate services and proper use of satisfactory material. 11. Limitation of Liability 11.1 Blazer shall not be liable in contract, tort (including negligence) or otherwise arising in connection with this Agreement for: (i) consequential, indirect or special loss or damage; or (ii) any loss of goodwill or reputation; or (iii) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings) in each case, even if the relevant party has been advised of the possibility of such loss or damage and howsoever incurred. 11.2 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees acting in the course of their duties. 12 Force Majeure 12.1 Blazer will not be liable for any failure or delay in performing its obligations under this Agreement to the extent that this failure or delay is the result of any cause or circumstance beyond the reasonable control of that party including acts of god, war, civil commotion or industrial dispute and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If either party is prevented from performing its obligations for a period exceeding six (6) months due to Force Majeure then the other party may terminate this Agreement on one month’s written notice. 13 Confidentiality and Data 13.1 Each of the parties will use at least the same degree of care (and not less than a reasonable degree of care) it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of Confidential Information of the other party. 13.2 Each party will promptly notify the other party of any actual or suspected misuse or unauthorised disclosure of the other party’s Confidential Information. 13.3 The provisions of this clause 13 shall cease to apply to: (i) information that has come into the public domain other than by breach of this clause or breach of any other duty of confidence; (ii) information that is obtained from a third party without breach of this clause or breach of any other duty of confidence; and (iii) information that is required to be disclosed by a regulatory or government body or court of competent jurisdiction with power to compel the disclosure. 13.4 Each party will comply with its obligations pursuant to the Data Protection Act 1998. 15. General 15.1 Relationship: Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Agreement or create any agency between the parties. 15.2 Entire agreement: Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them relating to the subject matter of the Agreement. Each party confirms that it has not relied upon any statement, representation or understanding that is not an express term of this Agreement and shall not have any remedy in respect of any statement, representation or understanding which is not an express term unless made fraudulently. 15.3 Waiver: No failure or delay by any party in exercising any right, power or remedy under this Agreement will operate as a waiver of that or any other right, power or remedy, nor will any single or partial exercise by either party of any right, power or remedy preclude any further exercise of any other right, power or remedy. 15.4 Severance: To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, then that provision shall be deemed not to be a part of this Agreement, and it shall not affect the validity, lawfulness or enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction. 15.5 Time of the Essence: Any times, dates or periods specified in the Agreement may be extended or altered by agreement in writing between the parties. However, time shall not be of the essence, except where it is expressly stated to apply. 15.6 Rights of Third Parties: Nothing in this Agreement shall create or confer any rights or other benefits, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, in favour of any person other than the parties to this Agreement. 15.7 Further Assurance: Each party shall, at the cost and expense of the other party, use all reasonable endeavours to do all such further acts and things and execute or procure the execution of all such other documents as that party may from time to time reasonably require, for the purpose of giving that party the full benefit of the assets, rights and benefits to be transferred to the other party under this Agreement. 15.8 Assignment: Each party shall not be entitled to assign, transfer, charge or licence the whole or any part of its rights and/or obligations under this Agreement to any third party without consent of the other party. 15.9 Governing law: This Agreement shall be construed in accordance with the laws of England and each party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of England. 15.10 Miscellaneous: The rights and remedies of the parties under this Agreement are cumulative and in addition to any rights and remedies provided by law. Any variation to this Agreement must be in writing and agreed by the parties. This Agreement may be executed in counterpart.