1.  Application

1.1  These Terms and Conditions shall apply to the provision of Services by the Supplier to the Client.

1.2  In the event of conflict between these Terms and Conditions and any other terms and conditions (of
the Client or otherwise), the former shall prevail unless expressly otherwise agreed by NiceSprint Ltd in
writing.

2. Definitions

2.1  In this Agreement, unless the context otherwise requires, the following expressions have the following
meanings:

“Business Day” A day (excluding Saturdays) on which banks generally are open for the transaction of
normal banking business(other than solely for trading and settlement in pounds sterling);

“The Client” Means any individual, firm or corporate body (which expression shall, where the context
so admits, include its successors and assigns) which purchases services from the Supplier;

“The Commencement Date” The commencement date for this agreement as set out in the
schedule;

“ Services" means the services to be provided by the Supplier to the Clients as set out in the quotation
letter;

“The Supplier” NiceSprint Ltd
.
2.2   Any reference in these Conditions to a statute or a provision of a statute shall be construed as a
reference to that statue or provision as amended, re-enacted or extended at the relevant time.

2.3
 The headings in these Conditions are for convenience only and shall not affect their interpretation.

3. The Service

3.1   With effect from the Commencement Date the Supplier shall, in consideration of the Fees being paid
in accordance with the Terms of Payment will provide the services expressly identified in the quotation or
otherwise agreed under this agreement.

3.2  The Supplier will use reasonable care and skill to perform the services identified in the quotation or
otherwise agreed under this agreement.

3.3  The Supplier shall use all reasonable endeavors to complete its obligations under the quotation but
time will not be of the essence in the performance of these obligations.

4. Price

4.1 The Client agrees to pay the Fees in accordance with the terms of payment.

4.2  In addition the Supplier shall be entitled to recover from the Client his reasonable incidental expenses
for materials used and for third party goods and services supplied in connection with the provision of the
Services.

4.3  The Client will pay the Supplier for any additional services provided by the Supplier that are not
specified the quotation in accordance with the Supplier's then current, applicable daily rate in effect at the
time of the performance or such other rate as may be agreed. Any charge for additional services will be
supplemental to the amounts that may be due for the Expenses.

5. Payment                                                

5.1   All payments required to be made pursuant to this Agreement by either party shall be made on Date
of Invoice in ‘Pounds Sterling’ in cleared funds to Barclays Bank PLC Eastbourne as the other party may
from time to time nominate, without any set off, withholding or deduction except such amount (if any) of tax
as that party is required to deduct or withhold by law.

5.2   The time of payment shall be of the essence of these terms and conditions. If the Client fails to make
any payment on the due date in respect of the price or any other sum due under these terms and
conditions then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to
any statutory provision in force from time to time, have the right to charge the Client interest on a daily
basis at an annual rate equal to the aggregate of 5 per cent and the base rate of Barclays Bank PLC from
time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively
on a daily basis and shall run from day to day and accrue after as well as before any judgment.

6. Variation and amendments

6.1  If the Client wishes to vary any details of the quotation it must notify the Supplier in writing as soon as
possible. The Supplier shall endeavor to make any required changes and any additional costs thereby
incurred shall be invoiced to the Client.

6.2  If, due to circumstances beyond the Supplier’s control, it has to make any change in the
arrangements relating to the provision of the Services it shall notify the Client forthwith. The Supplier shall
endeavor to keep such changes to a minimum and shall seek to offer the Client arrangements as close to
the original as is reasonably possible in the circumstances.

7.  Termination

7.1 The Supplier may terminate the agreement forthwith if:

7.1.1 The Client is in breach of any of its obligations hereunder; or

7.1.2 The Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or
reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an
administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking
or assets; or

7.1.3 The Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123
of the Insolvency Act 1986; or
7.1.4 The Client ceases or threatens to cease to carry on business; or

7.1.5 Any circumstances whatsoever beyond the reasonable control of the Supplier (including but not
limited to the termination, through no fault of the Supplier, the termination of the service) that necessitates
the termination for whatever reason of the provision of services.

7.2   In the event of termination under clause 7.1 the Supplier shall retain any sums already paid to by the
Client without prejudice to any other rights may have whether at law or otherwise.

8.  Sub-Contracting

Either party may sub-contract the performance of any of its obligations under this Agreement without the
prior written consent of the other party. Where either party sub-contracts the performance of any of its
obligation under this Agreement to any person with the prior consent of the other party, that party shall
responsible for every act or omission of the sub-contractor as if it were an act or omission of the party
itself.

9.  Liability

9.1 Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier will not
by reason of any representation, implied warranty, condition or other term, or any duty at common law or
under express terms of this contract, be liable for any loss of profit or any indirect, special or
consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants
or agents or otherwise) in connection with the performance of this contract or with the use by the Client of
the Services supplied.

9.2   The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by
the Supplier arising from loss or damage to any equipment (including that of third parties) caused by the
Client, or its agent or employees.

9.3   The Supplier shall not be liable to the Client or be deemed to be in breach of these terms and
conditions by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations
if the delay or failure was due to any cause beyond the Supplier's reasonable control.

9.4   Where the Client consists of two or more persons such expression throughout shall mean and
include such two or more persons and each or any of them. All obligations on the part of such a Client
shall be joint and several obligations of such persons.

10.  Force Majeure

10.1 Neither the Supplier nor the Client shall be liable to the other or be deemed to be in breach of the
Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to
the Services, if the delay or failure was due to any cause beyond that party’s reasonable control. Without
prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’
s reasonable control:-

10.2 Act of God, explosion, flood, tempest, fire or accident;

10.3 War or threat of war, sabotage, insurrection, civil disturbance or requisition;

10.4 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any
governmental, parliamentary or local authority;

10.5 Import or export regulations or embargoes;

10.6 Strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either
the Supplier or the Client or of a third party);

10.7 Difficulties in obtaining raw materials, labor, fuel, part or machinery;

10.8 Power failure or breakdown in machinery.

11. Waiver

11.1 No waiver by the Supplier of any breach of these terms and conditions by the Client shall be
considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term,
provision or condition of this agreement shall be effective only if given in wring and signed by the waiving
party and then only in the instance and for the purpose for which the waiver is given.

11.2 No failure or delay on the part of any party in exercising any right, power or privilege under this
agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise of or the exercise of any other right, power or privilege.

12. Severance

If any provision of these terms and conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the
remainder of the provision in question shall not be affected thereby.

13. Copyright

The Supplier reserves all copyright and any other rights (if any) which may subsist in the products of, or in
connection with, the provision of the Supplier's services or facilities. The Supplier reserves the right to take
such actions as may be appropriate to restrain or prevent infringement of such copyright.

14. Notices and Service

14.1 Any notice or other information required or authorised by this Agreement to be given by either party to
the other shall be given by:- sending by pre-paid registered post; or sending by email, facsimile
transmission or comparable means of communication.

14.2 Any notice or information given by post in the manner provided by Clause 14.1 which is not returned
to the sender as undelivered shall be deemed to have been given on the 7 days after the envelope
containing was so posted; and proof that the envelope containing any such notice or information was
properly addressed, pre-paid, registered and posted, and that has not been so returned to the sender,
shall be sufficient evidence that the notice or information has been duly given.

14.3 Any notice or information sent by telex, cable, facsimile transmission or comparable means of
communication shall be deemed to have been duly given on the date of transmission, provided that a
confirming copy of is sent to the other party 24 hours after transmission.

14.4 Service of any document for the purposes of any legal proceedings concerning or arising out of this
Agreement shall be effected by either party by causing to be delivered to the other party at its registered or
principal office, or to such other address as may be notified to by the other party in wring from time to time.

15. Applicable Law and Jurisdiction

These terms and conditions shall be governed and construed in accordance with English law and the
parties shall submit to the non-exclusive jurisdiction of the English.

16. Specification Schedule
Description  
Completion Date  
Payment Terms
Survey Service
   
Invoice on
completion
Date advised by Project Manager for
”Works” completed
Strictly 7 days from
date of invoice
  within 5 working days of receiving the
invoice for payment. Any rectification
requirement will be made within 5
working days and this will not effect
the payment schedule. Over 5
working days will stop the payment
date of the invoice until rectification
has occured and then the payment
date will resume.
A 2.5% discount will
be applied for
payment on invoice
NiceSprint Ltd
Specialist CAD Solutions
Terms & Conditions