CRICKETT SOFTWARE LIMITED TERMS AND CONDITIONS

1. TERMS AND CONDITIONS

1.1 These terms and conditions together with the order form or letter to which they are attached ("the request") will form a binding contract between the Client named on the Request ("the client") and Crickett Software Limited ("Crickett Software Limited") which shall constitute the entire agreement between client and Crickett Software Limited and apply to any trading agreement or other contract or arrangement between client and Crickett Software Limited.

1.2 These terms apply to the exclusion of all other terms or conditions of contract the client may propose and shall not be varied unless agreed in writing and signed by Crickett Software Limited.

2. Crickett Software Limited

2.1 In consideration of the payment by the client to Crickett Software Limited of the fees as set out in the request, Crickett Software Limited agrees to provide to the client the goods and services as described in the request ("works") in accordance with the proposal (where one exists), with reasonable and due care in accordance with, and subject to these terms.

2.2 Crickett Software Limited undertakes that the works shall be faithful to the basic conceptualisation of the underlying works, pitch or proposal (where one exists, and reflect the same standards of quality and integrity.

3. CLIENT

3.1 The client will co-operate with, and act in good faith towards Crickett Software Limited and provide on request such source materials including those listed in the request ("materials") as Crickett Software Limited are to incorporate into the works or Crickett Software Limited require to carry out its obligations hereunder.

4. PAYMENT

4.1 The client shall pay Crickett Software Limited the fees without deduction, or set-off (with VAT thereon) within 14 days of the date of invoice unless specified otherwise in the request.

4.2 Crickett Software Limited shall be entitled to charge interest on any overdue payment at the rate of 8% over the Bank of England's base rate prevailing at the time, and such reasonable costs as it incurs in the collection of such overdue payments.

4.3 Crickett Software Limited may charge additional fees in accordance with its then prevailing rates:

in the event of delays or additional works caused or required by client, including its failure to provide Crickett Software Limited with such information, materials, instructions, media or approvals, as are reasonably required for the supply of the works, properly and/or on time

in the event of changes to the cost of labour, materials, services and other circumstances outside of Crickett Software Limited’s reasonable control

in the event that client requires the supply of works, goods and services in addition to those described in the request or any variations to the Works

4.4 If the client requires any change or alteration to the works ("change"), Crickett Software Limited and client shall, prior to such change being effective or implemented, agree:

· the nature of the Change

· the procedures for implementation of such change

· the variation to the Fees

4.5 Until any change is formally agreed between the client and Crickett Software Limited, Crickett Software Limited will continue to perform and be paid for the works as if the change had not been proposed, unless otherwise requested by the client.

4.6 All and any changes to the works shall be reflected and accompanied by appropriate amendments to the proposal and fees.

5. INTELLECTUAL PROPERTY RIGHTS/CONFIDENTIALITY

5.1 All copyright, design rights, registered designs, trade marks, patents, database rights, confidential information, ideas, and all other rights whatsoever of a like nature world wide, whether registered or not, of whatever nature in material devised, created or commissioned by Crickett Software Limited, in supplying the works and under this agreement will vest in, and belong to Crickett Software Limited, unless otherwise agreed and specified in writing on the request of, and or otherwise, and signed by both parties.

5.2 In consideration of, and upon payment of the fees in full, the client shall have the Rights of Use set out in the request which shall take effect on receipt by Crickett Software Limited of the fees. Where no such rights are specified, the client is granted a non-exclusive license to use the works for the purpose described in the request, proposal or other works documentation. Rights of Use shall be extended only with the consent of Crickett Software Limited, and payment of additional fees.

5.3 The client grants Crickett Software Limited a non-exclusive royalty-free license to use the materials for all purposes relating to this agreement and warrants that it has obtained, and is fully entitled to grant Crickett Software Limited these rights, and that the materials are free of racist, defamatory, obscene and other legally restricted material.

5.4 The client undertakes that it will keep secret and confidential, the terms of this agreement, and any information supplied by Crickett Software Limited in connection with this agreement or the business of Crickett Software Limited (including the proposal) and the works, and shall not disclose or make available any such information or part thereof to any third party (except to it’s own employees and advisers, and then only on a need to know basis) without Crickett Software Limited’s prior written consent PROVIDED THAT this clause shall not extend to information which was, and can be shown to be rightfully in the possession of the client prior to the commencement of the negotiations leading to this agreement, or which is in the public domain (other than as a result of a breach of this clause).

5.5 The client undertakes to indemnify and hold harmless, Crickett Software Limited in full, and defend at it’s own expense Crickett Software Limited against all costs, damages and losses incurred by Crickett Software Limited arising out of it’s use of the materials or breach by the client of clause 5.

5.6 The client shall not modify, adapt or translate the works except with the prior written consent of Crickett Software Limited or as otherwise permitted by law where all modifications, adaptations and translations shall belong to, and vest in, Crickett Software Limited unless otherwise agreed and specified in writing on the request.

5.7 Crickett Software Limited warrants that it will use reasonable efforts to ensure that the works do not infringe the copyright of any third party.

6. INSPECTION AND ACCEPTANCE

6.1 The client shall inspect the works regularly, and shall inform Crickett Software Limited immediately if it wishes to reject any part of the works because such do not comply with the proposal, or are defective in material and workmanship.

6.2 If the works do not comply with the proposal, or are defective in material and workmanship, Crickett Software Limited’s liability shall be limited to correcting such defects within a reasonable time.

6.3 The client shall only be entitled to reject the works because such do not comply with the proposal, or are defective in material and workmanship, and if they are not rejected within 48 hours of delivery then the client shall be deemed to accept the works. Rejection without good reason shall be deemed a breach of these terms.

6.4 Not withstanding that a sample of the materials to be used in the works may have been exhibited to the client, and inspected by the client, it is hereby declared that such sample was so exhibited and inspected solely to enable the client to judge for itself the quality of the materials to be ordered, and not to constitute a sale by sample.

7. LIABILITY AND WARRANTY

7.1 Subject to Clause 7.2 below, Crickett Software Limited’s liability for any loss or damage, direct or otherwise, and howsoever caused whether in tort (including negligence), or contract, or otherwise, shall not exceed the amount invoiced by Crickett Software Limited to the client hereunder.

7.2 Crickett Software Limited shall not be liable to the client for any consequential loss or damage.

7.3 When instructions or advice are given or received orally by Crickett Software Limited, it shall have no liability to the client for any misunderstanding or misrepresentation which may arise in relation thereto, except in relation to fraudulent misrepresentations.

7.4 Crickett Software Limited shall have no liability to the client in respect of the materials or service. On completion of the works, the client agrees to collect any and all materials within 2 months of completion of the works, failing which, Crickett Software Limited may dispose of them on giving the client 14 days notice.

8. LEGISLATION

8.1 The client shall comply with all applicable rules, regulations, codes of practice and laws relating to its’ use of the works, including without limitation, its obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000, Competition Act 1998 and E-commerce Directive and equivalent legislation.

9. THIRD PARTY MATERIALS

9.1 Crickett Software Limited gives no warranty, representation or undertaking in relation to any third party materials or works.

9.2 Prior to any selection, use or reproduction by the client of works, Crickett Software Limited shall use reasonable efforts to, on reasonable request, provide the client with copies and evidence of such rights, clearances, permissions and licenses as shall be necessary for the use of the works by the client.

9.3 Subject to the foregoing, Crickett Software Limited shall have no liability to the client whatsoever in relation to the works, gives no warranty, and makes no representation as to whether the works contain - or are free from - racist, defamatory, sexually explicit, inflammatory, obscene or other legally restricted material, and explicitly excludes all and any liability in relation thereto.

10. RISK AND TITLE

10.1 Risk in any reports or information delivered to the client will pass to the client on dispatch, and until payment in full has been received in cleared funds by Crickett Software Limited in respect of the works title in any physical products delivered to the client shall remain with Crickett Software Limited.

10.2 The client shall take out such insurance as shall be prudent, against all risks usually incurred in respect of the work whilst in its possession or control.

11. TERMINATION

11.1. Crickett Software Limited shall be entitled to immediately restrict, suspend or terminate the works and the client's use of any works, and, or terminate this agreement upon the client's material breach of this agreement (including without limitation the non-payment of any sum as and when due) unless the client remedies such breach within 14 days of its occurrence.

11.2 Crickett Software Limited will not be liable in any amount, for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of Crickett Software Limited, including without limitation internet outages, communications outages, fire, flood, war or act of God.

11.3 The client may not unilaterally cancel its order of the works or otherwise terminate this agreement (except for material breach by Crickett Software Limited of a fundamental term of this agreement) at any time without full payment of the fees.

11.4 During the course of this agreement, and for a period of 12 months afterwards, the client shall not solicit the staff of Crickett Software Limited, or entice them to transfer their employment or services.

12. GENERAL

12.1 Nothing in this agreement shall be deemed to constitute a partnership or agency relationship between the parties and neither of the parties shall do or suffer to be done, anything whereby it may be represented as a partner or agent of the other party.

12.2 If any part of this agreement is - or becomes - unenforceable, such part will at Crickett Software Limited’s option, be construed as far as possible to reflect the parties' intentions, and the remainder of the provisions will remain in full force and effect.

12.3 No forbearance, delay or indulgence by either party in enforcing the provisions of this agreement shall prejudice or restrict the rights of that party, nor shall any waiver of rights operate as a waiver of any subsequent breach of this agreement.

12.4 The client shall not assign the benefit or burden of this agreement without the prior written consent of Crickett Software Limited.

12.5 The UK shall be considered the place of first publication of any material on the internet.

12.6 No person who is not a party to this agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.7 These terms are made in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.

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