1 DEFINITIONS

The following expressions shall have the following meanings:

1.1 “Consultant” means South Tec Export Limited of 291 Elmsleigh Drive, Leigh on sea,

Essex, SS9 4JS, England.

1.2 “Client” means any person who purchases Services from the Consultant;

1.3 “Proposal” means a quotation or other similar document describing the Services;

1.4 “Services” means the consultancy services as described in the Proposal;

1.5 “Terms and Conditions” means the terms and conditions of supply of Services as set out

in this document and any subsequent terms and conditions agreed in writing by the

Consultant;

1.6 “Agreement” means the contract between the Consultant and the Client for the provision

of the Services incorporating these Terms and Conditions;

1.7 “Intellectual Property Rights” means any patent, trademark, service mark, registered

design, copyright, design right, right to extract or exploit information from a database,

database rights, know-how, confidential information or process, any application for any of

the above, and any other Intellectual Property Right recognised in any part of the world

whether or not presently existing or applied for;

1.8 “Arbitrator” is the party nominated to resolve a dispute between the Consultant and the

2 GENERAL

2.1 These Terms and Conditions shall apply to the Agreement for the supply of Services by

the Consultant to the Client and shall supersede any other documentation or

communication between parties.

2.2 Any variation to these Terms and Conditions must be agreed in writing by the Consultant.

2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express

or implied, or any legal remedy to which the Consultant may be entitled in relation to the

Services, by virtue of any statute, law or regulation.

3 PROPOSAL

3.1 The Proposal for Services is attached to these Terms and Conditions.

3.2 The Proposal for Services shall remain valid for a period of 30 Days.

3.3 The Proposal must be accepted by the Client in its entirety.

3.4 The Agreement between the Consultant and the Client, incorporating these Terms and

Conditions, shall only come into force when the Consultant confirms acceptance in

writing to the Client.

4 SERVICES AND DELIVERY

4.1 The Services are as described in the Proposal.

4.2 Any variation to the Services must be agreed by the Consultant in writing.

[IF CONSULTANCY IS FOR A FIXED PERIOD]

4.3 The Services shall commence on [START DATE] and continue until [FINISH DATE]

unless terminated according to the terms of this Agreement.

[IF CONSULTANCY IS FOR A CONTINUING PERIOD]

4.3 The Services shall commence on [START DATE] and continue until terminated by either

party giving not less than 30 Days notice in writing or unless terminated according to the

terms of this Agreement.

4.4 The Services shall be carried out at the place of work of the Consultant or the Client or

any other location that the Consultant deems appropriate.

4.5 Dates given for the delivery of Services are estimates only and not guaranteed. Time for

delivery shall not be of the essence of the Agreement and the Consultant shall not be

held liable for any loss, costs, damages, charges or expenses caused directly or

indirectly by any delay in the delivery.

5 PRICE AND PAYMENT

5.1 The price for Services is as specified in the Proposal and is inclusive of VAT and any

other charges as outlined in the Proposal.

5.2 The terms for payment are as specified in the Proposal.

5.3 All direct costs and expenses incurred by the Consultant in connection with the provision

of the Services will be re-charged at cost or according to standard charges as described

in the Proposal and are payable by the Client on production of the appropriate receipts.

5.4 The Client must settle all payments for Services within 30 Days from the invoice date.

5.5 The Client will pay interest on all late payments at a rate of 20% per annum above the

base lending rate of Bank of England.

5.6 The Consultant is also entitled to recover all reasonable expenses incurred in obtaining

payment from the Client where any payment due to the Consultant is late.

5.7 The Client is not entitled to withhold any monies due to the Consultant.

5.8 The Consultant is entitled to vary the price to take account of:

5.8.1 any additional Services requested by the Client which were not included in the

original Proposal;

5.8.2 any additional work required to complete the Services which was not anticipated

5.8.3 any reasonable increase in hourly rate, if applicable;

and any variation must be intimated to the Client in writing by the Consultant.

5.9 The Consultant shall be responsible for the payment of National Insurance contributions

as a self-employed person and for the payment of any Income Tax, VAT or other

liabilities arising out of remuneration for providing the Services.

6 CLIENT OBLIGATIONS

6.1 The Client agrees to cooperate with the Consultant and shall provide any support,

information and facilities to the Consultant as may be required.

6.2 The Client agrees to refrain from directly or indirectly recruiting any person employed or

engaged by the Consultant for the purpose of providing the Services for a period of six

months following completion of the Services.

7 CONSULTANT OBLIGATIONS

7.1 The Consultant shall supply the Services as specified in the Proposal.

7.2 The Consultant shall perform the Services with reasonable skill and care and to a

reasonable standard and in accordance with recognised codes of practice.

7.3 The Consultant shall have the authority to delegate any obligations to other employees or

subcontractors but undertakes to notify the Client of any significant changes to personnel.

8 CONFIDENTIALITY

8.1 The Consultant shall keep secret and confidential all information relating to the business

or affairs of the Client, the Clients subsidiaries and the Clients customers.

8.2 The Consultant shall ensure that any other parties to whom work has been delegated will

sign an appropriate secrecy undertaking.

9 INTELLECTUAL PROPERTY RIGHTS

9.1 The Consultant shall take all reasonable steps to ensure that they, or others to whom

work has been delegated, refrain from causing damage to the Intellectual Property Rights

belonging to the Client.

9.2 The Client shall not distribute any Intellectual Property Rights belonging to the Consultant

to any third party without the written consent of the Consultant.

9.3 Any Intellectual Property Rights created as a result of the Services shall belong to the

Consultant unless provision has been made to the contrary in the Proposal.

9.4 The Client and the Consultant shall not infringe the Intellectual Property Rights of any

third party during the term of this Agreement.

10 TERMINATION

at the time of the Proposal;

10.1 The Agreement shall continue until the Services have been provided in terms of the

Proposal or any subsequent date as mutually agreed in writing by both parties or until

terminated by either party in accordance with these Terms and Conditions.

10.2 The Client may terminate the Agreement if the Consultant fails to comply with any aspect

of these Terms and Conditions and this failure continues for a period of 2 WEEKS after

notification of non-compliance is given.

10.3 The Consultant may terminate the Agreement if the Client has failed to make over any

payment due within 2 WEEKS of the sum being requested.

10.4 Either party may terminate the Agreement by notice in writing to the other if:

10.4.1 the other party commits a material breach of these Terms and Conditions and, in

10.4.2 the other party commits a material breach of these Terms and Conditions which

10.4.3 the other party passes a resolution for winding up (other than for the purpose of

10.4.4 the other party ceases to carry on its business or substantially the whole of its

10.4.5 the other party is declared insolvent, or convenes a meeting of or makes or

the case of a breach capable of being remedied, fails to remedy it within a

reasonable time of being given written notice from the other party to do so; or

cannot be remedied under any circumstances; or

solvent amalgamation or reconstruction), or a court of competent jurisdiction

makes an order to that effect; or

business; or

proposes to make any arrangement or composition with its creditors; or a

liquidator, receiver, administrative receiver, manager, trustee or similar officer is

appointed over any of its assets.

10.5 In the event of termination the Client must make over to the Consultant any payment for

work done and expenses incurred up to the date of termination.

10.6 Any rights to terminate the Agreement shall be without prejudice to any other accrued

rights and liabilities of the parties arising in any way out of the Agreement as at the date

of termination.

11 ARBITRATION

11.1 Any dispute arising under this Agreement will be referred to and decided by the

Arbitrator.

11.2 The Arbitrator will be appointed by application to the Chartered Institut of Arbitrators.

11.3 A party wishing to refer a dispute to the Arbitrator shall advise the other party of this

intention in writing at any time during the term of this Agreement. The dispute must then

be referred to the Arbitrator within seven (7) days of this intention being intimated.

11.4 The Arbitrator shall act impartially and be free to take the initiative in ascertaining the

facts and the law. The Arbitrator must reach a decision within twenty eight (28) days of

referral or such longer period as the parties may agree.

11.5 During the period of arbitration both parties must continue with their obligations as stated

in this Agreement.

11.6 The decision of the Arbitrator is binding on both parties unless and until revised by legal

proceedings or agreement by both parties.

12 WARRANTY

Both parties warrant their authority to enter into this Agreement and have obtained all

necessary approvals to do so.

13 LIMITATION OF LIABILITY

13.1 The Consultant shall not be liable under any circumstances to the Client or any third party

for any indirect or consequential loss of profit, consequential or other economic loss

suffered by the Client howsoever caused, as a result of any negligence, breach of

contract, misrepresentation or otherwise.

13.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Consultant

for death or personal injury, however the Consultant shall not be liable for any direct loss

or damage suffered by the Client howsoever caused, as a result of any negligence,

breach of contract or otherwise in excess of the sum insured under the professional

indemnity insurance policy held by the Consultant in the insurance year in which the

Clients claim is first notified.

14 INDEMNITY

The Client shall indemnify the Consultant against all claims, costs and expenses which

the Consultant may incur and which arise directly or indirectly from the Clients breach of

any of its obligations under these Terms and Conditions.

15 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the

delay or failure results from events or circumstances outside its reasonable control,

including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown

of plant or machinery or shortage or unavailability of raw materials from a natural source

of supply, and the party shall be entitled to a reasonable extension of its obligations.

16 ASSIGNMENT

The Client shall not be entitled to assign its rights or obligations or delegate its duties

under this Agreement without the prior written consent of the Consultant.

17 RELATIONSHIP OF PARTIES

Nothing in the Agreement shall be construed as establishing or implying a partnership or

joint venture between the parties or suggest that either of the parties are agent for the

18 THIRD PARTY RIGHTS

Nothing in these Terms and Conditions intend to or confer any rights on a third party.

19 SEVERANCE

If any term or provision of these Terms and Conditions is held invalid, illegal or

unenforceable for any reason by any court of competent jurisdiction such provision shall

be severed and the remainder of the provisions hereof shall continue in full force and

effect as if these Terms and Conditions had been agreed with the invalid, illegal or

unenforceable provision eliminated.

20 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the

Terms and Conditions herein shall not be a waiver of them or of the right at any time

subsequently to enforce all Terms and Conditions.

21 NOTICES

Any notice to be given by either party to the other may be served by email, fax, personal

service or by post to the address of the other party given in the Proposal or such other

address as such party may from time to time have communicated to the other in writing,

and if sent by email shall unless the contrary is proved be deemed to be received on the

day it was sent, if sent by fax shall be deemed to be served on receipt of an error free

transmission report, if given by letter shall be deemed to have been served at the time at

which the letter was delivered personally or if sent by post shall be deemed to have been

delivered in the ordinary course of post.

22 ENTIRE AGREEMENT

These Terms and Conditions supersede any previous agreements, arrangements,

documents or other undertakings either written or oral.

23 GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the

law of England and the parties hereby submit to the exclusive jurisdiction of the English

courts.