The Small Print

 

1. DEFINITIONS

1.1 “Contract” means these Standard Terms and Conditions of Supply, which are between the Company and the Customer, under which the Products are supplied by the Company to the Customer.

1.2 “Customer” means the party identified as the Customer in this Contract to whom the Company may agree to supply Products from time to time in accordance with the terms and conditions of this Contract.

1.3 “Company” means Tollfree Networks Limited (registered number 5432797) of 66 Lovell Road, Cambridge CB4 2QR and also where the context permits its assigns and any sub-contractor of the said Company.

1.4 “Products” means goods or services including but not limited to computer hardware and software items to be provided by the Company to the Customer in accordance with this Contract.

1.5 “Third Party Software” means all software owned by or licensed to the Customer from a third party owner (whether or not supplied by the Company) and which comprises part of the Products.

2. ORDER ACCEPTANCE

2.1 All orders placed with the Company by the Customer for Products shall constitute an offer to the Company, under the terms and conditions of this Contract, subject to availability of the Products and to acceptance of the order by the Company’s authorised representative.

2.2 All orders are accepted and Products supplied subject to the express terms and conditions of this Contract only. The Company may at any time amend this Contract upon 14 days

written notification to the Customer. The modified terms and conditions of supply shall apply to any orders placed by the Customer after the expiry of such notice period.

2.3 It is agreed that the terms and conditions of this Contract (or any amendments to them) prevail over the Customer's terms and conditions of purchase unless these latter terms and conditions are amended by the Company in writing and signed by the Company.

2.4 The Customer cannot rely on statements made before signature of the Contract unless made by the Company’s authorised representative and either:

2.4.1 it is expressly stated by the Customer that the statement is to be relied upon; and

2.4.2 it is reproduced in a letter to the Customer and not withdrawn before the Contract is made.

2.5 On receipt of the Customer’s order the Company will send the Customer an order acknowledgment email detailing the Products ordered. This email is not an order confirmation or acceptance of order by the Company. For the avoidance of doubt, the Company shall be at liberty to refuse to accept any order placed by the Customer for any reason whatsoever.

2.6 No order placed by the Customer shall become a purchase contract, and therefore binding upon the Company, until the Products have been despatched to the Customer and the order marked as confirmed within the “Order Status” facility of Tollfree Networks.

2.7 Nothing in this Contract affects or limits the party’s liability for fraudulent misrepresentation.

3. INDEPENDENT CONTRACTOR

The relationship between the Company and the Customer is that of independent contractor. Neither party is the agent of each other, and neither party has any authority to make any contract or to impose any obligation on the other party without their express prior permission.

4. DESPATCH

4.1 Any date or time quoted for despatch is to be treated as an estimate only. Despatch may be postponed because of conditions beyond the Company's reasonable control, and in no

event shall the Company be liable for any damages or penalty for delay in despatch or delivery.

4.2 Risk shall pass to the Customer at the time the Products are despatched by the Company. The Company accepts no liability for loss or damage caused by the carrier.  The Customer will be responsible for all shipping charges and for procuring insurance, unless otherwise specified.

4.3 The Customer must inspect the Products immediately after delivery is complete. If any Products are damaged (or not delivered), the Customer must notify the Company within 3

working days of the delivery or expected delivery. If proof of delivery is required, this must be requested within 7 days of the date of the invoice.

4.4 The Company may deliver the Products in instalments. Each instalment is treated as a separate delivery.

5. CANCELLATION AND RESCHEDULING

Unless otherwise agreed in writing, any request by the Customer for cancellation of any order or for the rescheduling of any deliveries will only be considered by the Company if made at least 24 hours before despatch of the Products, and shall be subject to acceptance by the Company at the Company’s sole discretion, and subject to a reasonable administration charge. The Customer hereby agrees to indemnify the Company against all losses, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.

6. CONFIGURATION AND OTHER SERVICES

6.1 If agreed in any particular case Tollfree Networks will provide configuration Services to Customer. Configuration Services will be at the price agreed at the time the order is accepted. The Customer shall be solely responsible for the accuracy of its order, the specification of the components and their configuration and for ensuring that the configured product specified is satisfactory for the purposes for which it is required including without limit that it has sufficient overall functionality, and will support, be compatible and inter-operable with any hardware, software or middleware with which it is intended to operate.

6.2 Configuration Services will have a warranty of 7 days from the date of shipment to the Customer. Tollfree Networks sole liability (and the Customer's sole remedy against Tollfree Networks) in respect of any defective Services for which Tollfree Networks is responsible shall be the repair by Tollfree Networks or at Tollfree Networks option replacement of the Product on which the Services have been performed. Claims in respect of defective Services must be made within 14 days of the date of delivery of the configured Product.

6.3 Tollfree Networks may offer other Services to The Customer including installation, support services, storage and consolidation consultancy services, other professional consultancy and implementation services such as IT Audits etc. Such Services will be provided under these Conditions in addition to specific terms agreed upon in writing with Customer.

6.4 The Company shall install Equipment if the price includes installation or if Customer separately purchases installation services. Customer shall provide the necessary environment and electrical power supply connections, software disk/licenses, internet connections, telephone connections as specified by Company and the equipment manufacturer and shall be responsible for transporting the Equipment to its location within Customer's facility.

6.5 The Customer shall at all times be responsible for product(s) or results or interpretations produced by Customer and for providing back-up for all software applications and data files stored in the Products.

7. PRICING

7.1 Catalogues, price lists and other advertising literature or material as used by the Company are intended only as an indication as to the price and range of the Products offered and no prices, descriptions or other particulars contained therein shall be binding on the Company.

7.2 The marketed and official real-time price of the Products shall be confirmed by written quote. All other listed prices on Tollfree Networks website or marketing materials are shown on the understanding that they are a guideline only.

7.3 All prices are given by the Company at the time of the order on an ex-works basis and the Customer is liable to pay for the transport, packing and insurance costs.

7.4 All quoted or listed prices are based on the cost to the Company of supplying the Products to the Customer. While the Company tries to ensure that all prices are accurate, errors may occur. If, prior to delivery of the Products, the Company discovers an error in the price of the Products ordered, or the price changes as a result of circumstances beyond the Company’s control, the Company may change the Product’s price and such changes shall apply to any purchase order placed with the Company.

7.5 All prices are represented in Sterling Pounds or Euros and are exclusive of Value Added Tax and/or any similar taxes. All such taxes are payable by the Customer and will be levied in accordance with UK legislation in force at the tax-point date.

7.6 Tollfree Networks consultants provide services to the customer on a daily basis, charged at the fee rates quoted in the Contract Letter or formal written quotation or commercial proposal. Fractions of a day are charged on a pro rata basis.  Unless otherwise stated the Fee rates exclude VAT which will (where appropriate) be added to the amount of an invoice at the prevailing rate.

7.7 Tollfree Networks Professional Services fees/charges exclude travel or subsistence expenses and the costs of materials and services not provided directly by Tollfree Networks, unless stated otherwise on the contract letter or commercial proposal or written quotation. Any expenses necessarily incurred in execution of the assignment will be charged at cost to the customer with a 7.5% administration fee.

7.8 During onsite visit of our consultants or engineers to customers site, travelling time in excess of normal travel to work time will be charged at a minimum of 1 hour each Way or as working time subject to the distance from our office; where applicable the cost of air travel, rail travel or a car mileage allowance at the prevailing company rate will be charged. Any onsite work involving overnight stays the cost of bed, breakfast and evening meal, any incidental expenses such as travel and medical insurance (outside UK only), plus the cost of Tollfree Networks standard employee disturbance allowance will be charged. There shall be administration fee charged to the customer at 7.5% on the total amount.

7.8 Hours worked outside the normal working day (UK 9 AM to 6 PM, Monday to Friday) are charged at time and a half. Work undertaken during week-ends, or public holidays is charged at double time.

8. PAYMENT TERMS

8.1 Payment for any Products or Equipments such as hardware, networking or software licenses shall be made in full to the Company in advance by the Customer with the Customer's confirmed purchase order. Invoices will be raised and dated by the Company on the date of despatch of the Products. Unless otherwise specifically requested and agreed, invoices will be payable by the Customer within 21 days from the date of invoice. The time of payment shall be the essence of the Contract. Payments which are not received in full by the due-date, will be considered overdue and remain payable by the Customer together with the interest for late payment. The interest payment will be at a rate equivalent to that set for the purposes of s6 of the

Late Payment of Commercial Debts (Interest) Act 1998, calculated on a daily basis from the date of invoice until payment; such interest to be compounded on the first day of each calendar month and payable both before and after any judgment (unless the court orders otherwise).

8.2 The Company reserves the right to charge a surcharge on credit card transactions (which may exceed the amount charged to the Company by the credit card companies) by way of a handling or processing charge.

8.3 The Customer must notify the Company in writing within 7 days of the date of invoice of any errors within the invoice. Failure will result in the Company assuming acceptance of the invoice in full.

8.4 The Customer’s credit-limit may be withdrawn or amended without prior notice by the Company. Should credit facilities be provided the Customer undertakes to notify the Company without delay of any material change in its finances, structure, share ownership and/or value of assets which may affect the Customer’s credit status. Failure to report any such changes may result in credit being withdrawn without prior notice.

8.5 The Customer does not have the right to set off any money claimable from the Company against any sums owing to the Company by the Customer.

8.6 If Products are delivered in instalments the Company shall be entitled to invoice each instalment upon delivery thereof.

8.7 The Company will claim a lien on any Customer property in the Company’s possession if the Customer is in debt to the Company.

8.8 Until the Customer pays all debts to the Company:

8.8.1 all Products will remain the property of the Company;

8.8.2 all Products must be stored so that they are clearly identifiable as the property of the Company; and

8.8.3 the Customer must insure all such Products.

8.9 The Customer shall have the right to sell the Products in the ordinary course of business unless, or until:

8.9.1 the Company revokes that right by informing the Customer in writing, which revocation shall have immediate effect; or

8.9.2 the Customer becomes or is deemed to be insolvent in accordance with clause 15.2 herein.

8.10 If the Customer’s right to use and sell the Products in the ordinary course of business ends, the Customer must permit the Company to reclaim the Products.

8.11 The Customer agrees to give the Company permission to enter any premises where the Products are stored:

8.11.1 at any time to inspect them; and

8.11.2 to remove them, using reasonable force if necessary, after the Customer’s right to use or sell them has finished.

8.12 Despite the Company’s retention of title to the Products, the Company reserves the right to take legal proceedings to recover the cost of Products supplied should the Customer not make full payment by the invoice due date.

8.13 The Customer is not entitled to pledge or in anyway charge by way of security for any indebtedness any of the Products which remain the property of the Company. Should the Customer do so, all monies owing by the Customer to the Company shall without prejudice to any other rights or remedies of the Company immediately become due and payable.

8.14 The Company reserves the right to stop supplying Products to the Customer at any time.

9. SPECIFICATION OF PRODUCTS

9.1 The Company will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specifications or technical data of the Products.

9.2 The Company will not be responsible for any loss or damage resulting from curtailment or cessation of supply of Products following any variation as described in clause 9.1 of this Contract.

9.3 The Company will use its reasonable endeavours to advise the Customer of any such impending variation as soon as it receives any such notice thereof from the manufacturer.

9.4 Unless otherwise agreed, the Products are supplied in accordance with the manufacturer’s standard specifications as these may be improved, substituted or modified.

9.5 The Company reserves the right to increase its quoted or listed prices, or to charge accordingly in respect of any orders accepted for Products of non-standard specifications and in no circumstances will the Company consider cancellation of such orders or the return of such orders.

10. INTELLECTUAL PROPERTY

10.1 The Customer hereby acknowledges that any proprietary rights used on or in relation to the Products or any Third Party Software supplied hereunder, including, but not limited to, any title or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Company or the Third Party Software owner or its licensors.

10.2 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attaching to Third Party Software supplied and delivered by the Company (including if so required the execution and return of a Third Party Software licence). The Customer is hereby notified that failure to comply with such terms and conditions could result in the Customer being refused a software licence or having the same revoked by the proprietary owner. The Customer further agrees to indemnify the Company in respect of any costs, charges or expenses incurred by the Company as the result of any breach by the Customer of such terms and conditions.

10.3 NO TITLE OR OWNERSHIP OF SOFTWARE PRODUCTS OR ANY THIRD PARTY SOFTWARE LICENCED TO THE CUSTOMER UNDER THIS CONTRACT IS TRANSFERRED TO THE CUSTOMER UNDER ANY CIRCUMSTANCES.

10.4 Ownership and Intellectual Property Rights (IPR) of the results of the work undertaken by Tollfree Networks for this assignment shall at all times vest with the customer. Information provided by the customer relating to the assignment will be treated as confidential unless specific authorisation to release it is given by the customer or the information comes into the public domain. Tollfree Networks will ensure that its employees and sub-contractors are bound by provisions similar to those contained herein. This clause shall survive termination of this assignment for a period of three years.

10.5 The provisions of clause 10.4 shall not apply to any programming tools or techniques of a general nature acquired or used by Tollfree Networks (Background IPR) in the performance of the contract. Such Background IPR will remain the property of Tollfree Networks, and Tollfree Networks may continue to use the same in any way it thinks fit. This shall include (but not be limited to) development using the same software languages, operating systems, development tools, API's, third party libraries and products.

10.6 The provisions of clause 10.4 shall not apply to any software libraries or components owned by Tollfree Networks that are used in the assignment. Ownership and IPR for such libraries or components shall remain with Tollfree Networks, and the customer shall receive an unrestricted non-exclusive license to use, modify and distribute these items in the context supplied.

11. CONFIDENTIALITY

11.1 The Customer shall safeguard and (save as may be required by law) keep confidential all information entrusted to it by the Company which is not in the public domain and take all reasonable precautions to safeguard the Company’s confidential information.

11.2 Only those members of staff who need to be aware of confidential information in order for the Customer to fulfil its obligations under this Contract shall be entitled to access to theconfidential information.

11.3 All confidential information passed to the Customer by the Company shall remain the exclusive property of the Company and the Customer undertakes to return such information at the request of the Company or, at the latest, upon termination or expiration of this Contract.

12. RETURNS

12.1 The Company reserves the right to levy an administration charge in respect of the rotation of Products and returns.

12.2 Returns must be made subject to the following:

12.2.1 prior authority having been obtained from the Company which will be given at the Company's sole discretion;

12.2.2 the request for the return must be made within 7 days of the date of invoice and the Products in issue must be returned within 7 days of the authority to return;

12.2.3 subject to the Company stock rotation policy;

12.2.4 the Products must be properly packed;

12.2.5 the Products must be in a saleable condition;

12.2.6 the Products must be accompanied by a list of the Products; and

12.2.7 the Products must still be covered by warranty in accordance with clause 13 below.

12.3 The Company reserves the right to reject any Products which do not comply with the conditions set out in clause 12.2 of this Contract.

12.4 If the Company nevertheless agrees to accept any Products returned which are not in a saleable condition, the Company reserves the right to charge the cost to the Customer of bringing the Products into a saleable condition.

13. WARRANTY

13.1 The Company warrants that it has good title to or licence to supply all Products to the Customer.

13.2 If any part of the hardware Products should prove defective in materials or workmanship under normal operation or service, such Products will be repaired or replaced only in accordance with any warranty cover or terms as provided by the manufacturer of the Products PROVIDED THAT no unauthorised modifications to the Product or to the system of which the Product forms part have taken place. The Company is not responsible for the cost of labour or other expenses incurred in repairing defective or non-conforming parts.

13.3 The Company reserves the right to test all Products returned as faulty and to return to the Customer (at the Customer’s expense) any Products found not to be faulty. The Company

also reserves the right to levy an additional reasonable charge to cover the cost of such testing.

13.4 All software Products supplied hereunder are supplied “as is". The sole obligation of the Company in connection with the supply of software Products is to use all reasonable endeavours to obtain and supply a corrected version from the manufacturer concerned in the event that such software Product should fail to conform to product description PROVIDED ALWAYS THAT the Customer notifies the Company of any such nonconformity within 60 days of the date of delivery of the applicable software Product.

13.5 The Company cannot accept any liability in relation to any losses, costs or expenses which arise through any difficultly caused over date changes.

13.6 If the Products are rejected by the Customer as not being in accordance with the Customer's order pursuant to clause 13.2 or 13.4 of these terms and conditions, the Company will only accept the return of such Products as provided in clause 10 of these terms and conditions. The Company will not consider any claim for compensation, indemnity or refund under liability unless it has been established or agreed with the manufacturer and, where applicable, the insurance company,

13.7 EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE 13, THE COMPANY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OF DEALING, USAGE OR TRADE PRACTICE.

14. EXCLUSIONS AND LIMITATIONS

THIS IS AN IMPORTANT CLAUSE AND THE ATTENTION OF THE CUSTOMER IS DRAWN TO ITS TERMS.

14.1 In the event of any fault in the system operation, stoppage, breakdown or failure of any system or if for any reason the system is incapable of being used for the purposes for which it is supplied, the Company shall not be liable for any loss or damage howsoever caused where such stoppage, breakdown, failure or loss of use is caused directly by the negligence of the Company.

14.2 IN NO EVENT SHALL COMPANY BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFIT, OR LOSS OF BUSINESS WHETHER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE PRODUCTS OR SERVICES OR ANY OTHER MEANS, AND REGARDLESS OF THE FORM OF ACTION UPON WHICH A CLAIM FOR SUCH DAMAGES MAY BE BASED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY. THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

14.3 The increasingly complex nature of computer infrastructure equipments and software products/applications makes it impossible to predict at all times the outcome and consequences of changes that are made.  The Company therefore can offer no guarantees that specific technical tasks be completed satisfactorily or to a particular timetable.  The Company does guarantee, however, to make all reasonable efforts to complete the work requested by The Customer in the shortest possible time and to the highest possible standards.

14.4  The Company shall not be liable for any consequential loss resulting from breakdown of the IT or Telecom Equipment, loss of use of the Equipment, loss or corruption of data, excessive or incorrect phone calls, cost of recovering software, damages to consumables or media or otherwise howsoever caused.

14.5 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence; or fraud or fraud misrepresentation; or for any other matter for which it would be illegal for the Company to exclude or attempt to exclude its liability.

15. TERMINATION FOR CAUSE

15.1 This contract may be terminated forthwith by notice in writing:

15.1.1 if either party fails to perform any of its obligations under these terms and conditions and such failure continues for a period of 7 days after written notice thereof by the other party; or

15.1.2 by the Company if the Customer fails to pay any sums due hereunder by the due date notwithstanding the provisions for late payment as stated in clause 8.1 of these terms and conditions or if the Customer becomes insolvent.

15.2 The Company will deem the Customer insolvent if:

15.2.1 the Customer is unable to pay debts as they fall due; or

15.2.2 the Customer or any item of the Customer’s property becomes the subject of:

15.2.2.1 any formal insolvency procedure such as receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy; or

15.2.2.2 any application or proposal for any formal insolvency procedure; or

15.2.2.3 any application, procedure or proposal overseas with similar effect or purpose.

15.3 Any termination of the contract under clause 15 of these terms and conditions shall be without prejudice to any other rights or remedies a party might be entitled to and shall not affect any accrued rights or liabilities of either party.

15.4 The confidentiality obligations under 11 shall survive termination of this Contract.

16. EXPORT AND/OR RE-EXPORT LIMITATION

16.1 The Customer acknowledges and agrees that the hardware and software Products, and technology subject to this contract, are subject to the export control laws and regulations of the United States, EU and National legislation. The Customer will comply with all these laws and regulations.

16.2 The Customer shall not, without prior appropriate government authorisation, export, re-export, or transfer any hardware or software Products, or technology subject to this contract, either directly or indirectly, to any country subject to a U.S. trade embargo or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury or any other comparable European or local regulation.

16.3 In addition, any hardware or software Products, or technology subject to this contract may not be exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction.

17. DATA PROTECTION

17.1 The parties are committed to respecting the privacy rights of individuals. To the extent that a party collects and transfers to the other party any personal data, the receiving party will comply with relevant laws and regulations related to this collection and transfer and agrees also to comply with relevant laws and regulations related to the storage, maintenance and processing of such personal data.

17.2 The Customer agrees that the Company may make such enquiries and searches and obtain such references as it considers necessary from any person, firm or company including any credit reference agency (which will keep a record of any search made) and may disclose the results of those enquiries, searches and references and any information given by the Customer (“relevant information”) to any credit reference agency or to any other company in any corporate group of which it is a member, to any company or business associated with it and to any person, firm or company acting on the Company’s behalf for any purpose connect with the Company’s business.

18. CONTRACT

18.1 The headings in these terms and conditions are for ease of reference only and shall not affect its interpretation or construction.

18.2 No forbearance, delay, indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach.

18.3 The Customer agrees not to assign any of its contractual rights herein without the prior written consent of the Company.

18.4 If any of these terms and conditions are unenforceable as drafted it will not affect the enforceability of any other of these terms and conditions and if it would be enforceable if amended, it will be treated as so amended.

18.5 Neither party shall be liable to the other for any delay in failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from force majeure including any act of God, fire, terrorism, explosion, accident, industrial dispute or any cause beyond its reasonable control.

18.6 Any documents or notices given hereunder by either party must be in writing and may be delivered personally or by first-class post or by fax to the others registered address or principle place of business. The notice period for posted documents will be deemed to  have been given 2 working days after the date of posting. All such notices must be signed.

18.7 These terms and conditions shall be construed in accordance with the laws of England and Wales and the jurisdiction of which shall be the courts of England and Wales.

18.8 No contract will create any right enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not identified as the Company or the Customer.

19. TRANSFER OF STAFF

19.1 Except as provided later in this provision, otherwise than by written agreement with each other neither party will, during the term of this Agreement and for a period of 12 months after the termination of this Agreement, intentionally make or seek to make any offer of employment or other contract for services, whether directly or indirectly, to any of the other party's employees or individual contractor suppliers involved in the performance of work under or pursuant to this Agreement or with whom they have become acquainted as a result of this Agreement. In the event that either party breaches this provision it will be contractually bound to pay the other party the greater of 6 times the person's annual salary inclusive of all benefits at time of their resignation or departure or 6 times the new annual salary or fee inclusive of all benefits, such being deemed by both parties to this Agreement to be fair compensation for such loss. This provision shall not apply in respect of any individual who ceased to work for the affected party at least 6 months prior to any approach, nor to any individual who can be proved to have responded to a bona fide published recruitment advertisement where the recruited person is not recruited to work for or with a party's personnel or department involved in this agreement. In addition, where the party wishing to approach the employee or contractor concerned informs the other party to this Agreement then that other party may either refuse or give such consent, and either waive its right to compensation or seek the full or any alternative amount as compensation for its loss. Nothing in this clause is intended to prevent the right of any individual to seek employment with whomsoever they wish, but this clause is intended to provide for due compensation where such a situation occurs as a result of entering this Agreement, recognising that loss of experienced personnel can have a serious effect on any employer.

20. SUBSTITUTION OF STAFF

20.1 The Company reserves the right to replace any assigned staff if it becomes necessary or expedient so to do. If any staff are to be replaced, the company will give to the customer as much advance notice as the circumstances permit.

21. ASSIGNMENT

21.1 Sub-contracting. Company may freely subcontract any part of the Services to its selected sub-contractors. Company may at any time obtain the assistance of its affiliated companies and alliance partners in the performance of the Services. Otherwise, no rights or obligations under the Agreement with Customer shall be assigned by either Company or Customer and any purported assignment shall be void, except that either party may assign their rights and obligations under the Agreement to its successor in interest in the event of a merger, corporate reorganisation, or sale of all or substantially all of its assets relating to the business to which the Agreement pertains.

21.2 Conditions of sub-contracting. Where Company sub-contracts any part of the Services to sub-contractors the Company shall ensure that such sub-contractors are bound by terms not inconsistent with this Agreement and in all circumstances Company shall remain wholly responsible for the performance of the Services under this Agreement.

22. HOLIDAYS

22.1 Holidays taken by staff during the assignment will be those normally applicable to the assigned staff. Authorisation for the taking of such holidays will not be unreasonably withheld by the customer. Additionally, the customer agrees to release Tollfree Networks staff on reasonable notice for up to one day per month, on average, for training and company matters.

23. PROMOTIONAL BRIEFINGS

23.1 The Company wishes to refer to the Services or Products that have been provided to the Client by way of a link at the bottom of the Client’s web site to the company’s web site and a case study in order to promote the expertise, professionalism and business of the company in providing such Services: and in consideration of providing the Services the customer hereby grants Tollfree Networks the right and liberty to do so during the provision of the Services or Products and also after completion of the Services provided that such promotions in whatsoever media:- 1) do not in any way detract from the Clients professionalism or business integrity or bring the Client into disrepute; and 2) (except with the Clients prior consent) Tollfree Networks shall take reasonable steps to keep the Clients name and identity anonymous; and 3) (except with the Clients prior consent) Tollfree Networks shall not use any trademark, logo or artwork design which can directly or indirectly be associated with the Client.

24. WHOLE AGREEMENT

These Terms and Conditions together with those in the Letter of Engagement shall apply to any contract for the provision by Tollfree Networks to the customer of professional services constitutes the entire contract between Tollfree Networks and The Customer and supersedes all previous communications, representations and contracts either written or oral. In the case of any inconsistency between these Terms and Conditions and those in the Contract Letter, the ones in the Contract Letter shall prevail. The printed terms and conditions of any purchase order or other correspondence of the Customer in connection with the Contract shall not apply. The customer acknowledges that it is not entering into the contract in reliance upon any representation not set out in the contract. No amendment to the contract shall be binding unless in writing, signed by the parties or their duly authorised representatives and expressed to be for the purpose of such amendment. This agreement may be subject to change from time to time, and The Company reserves the right  to add to and/or amend it any time. The company will publish on the Company’s website any such changes and these will be deemed to be accepted by The Customer.