If and when you choose to use our services we will mutually draft, agree and sign a written contract. In the absence of signed contract the following terms will apply to any work we undertake It is absolutely vital that expectations are clear and understood by both you and us up front.

General

You are looking looking for a supplier of specialist program development and approach us for it.

You come to us for xpert and efficient software development. Our process eliminates as many unknowns and risks as possible as early as possible.

There are two distinct phases

Design: requirements analysis, design, implementation and test planning and scheduling

Implementation: A cycle of Writing code, testing, installing on your systems, gathering your feedback correcting and reinstalling on your systems until you like what you have.

A detailed description of the method is included in the section headed 'Process Definition Based Software Development' following this Terms of Business section.

Methods

We decide how development is done and who of our staff develop it.

We can change this as we see fit

We deliver to the deadlines agreed mutually during the Design phase..

We use our own work environment, equipment, software, peripherals, systems and supplies required to develop the program.

We can install, configure, troubleshoot or train at your site.

Delivery

Once the fees for creation of Process definition documents are fully paid to CCS the Customer is at liberty to pass these documents on to any software development vendor to carry out Implementation except where Process Definition fees were reduced on the basis that the Customer agreed that CCS was to undertake the Implementation arising from Process Definition.

CCS will not refund the fee for process Definition work.

CCS reserves the right to begin work on Implementation only after receipt of the full amount of fees arising from Process Definition.

Once Implementation phase has been agreed and has begun, CCS will, within the agreed beta delivery time, deliver to the Customer the first beta executable version of the program without source code to allow the Customer to perform acceptance testing.

CCS reserves the right to incorporate maximum user count, maximum data size or software expiry date limits in beta software. During Implementation CCS will endeavour to provide software programs or modules that perform as defined in their respective Process Definitions subject to the aforementioned limits incorporated into beta versions.

The method of delivery of beta versions will be at the discretion of CCS and may be done by email; dispatch of diskettes or CD; in person by CCS staff visiting the Customer's site; or collection from CCS premises by a Customer representative.

CCS will refund all or part of any deposit for Implementation if the first Implementation beta version has not been delivered to the Customer within the agreed beta delivery time and by doing so has caused the Customer to seek termination of from this agreement.

During the Implementation phase, several subsequent beta versions of a program or module may be delivered to the Customer for acceptance testing where each subsequent beta version incorporates alterations based on feedback from the Customer to CCS and obtained by the Customer during acceptance testing.

The Customer is responsible for performing acceptance testing using the Customer's own Test Suite of Data (with the guidance of CCS if the Customer has requested it) that accounts for all scenarios and cases of data that the program or module may process and are defined in the PD relevant to that program or module. The Customer agrees to perform acceptance testing and provide feedback to CCS during the implementation phase.

Receipt by CCS of full and undisputed payment shall signify that the Customer has tested and accepts the software program as correct and complete and constitutes the final executable version.

CCS will remove the beta version limits from the final executable version of the program or modules. CCS will pass on Implementation source code and final executable versions of programs or modules to the Customer only after receipt of payment of the full and undisputed amount of the quoted price for Implementation.

CCS reserves the right to quote for and charge the Customer on a time and materials basis at CCS's rates then in effect for time spent to investigate and repair perceived defects found after the Customer has accepted the final version. Such alterations or enhancements would be the subject of future separate agreements.

Payment Terms

CCS will render monthly invoices for Process Definition work performed for the Customer during the previous month. CCS will render an invoice for the quoted amount of the final executable versions of programs or modules upon delivery of those programs or modules. The Client agrees to pay CCS within 30 calendar days of invoice date. CCS reserves the right to charge interest at 3% above bank base rate on sums which are not paid within the 30 calendar days.

All fees and charges payable hereunder are exclusive of Value Added Tax, which shall, where applicable, be added at the rate laid down by legislation at the date of invoice submission.

At its sole discretion CCS may require a payment on account of all or part of anticipated fees and disbursement before any work or further work is undertaken.

If any request for payment on account or settlement of an interim account is not met on time, CCS may cease further work for the same or associated Customer. In such circumstances CCS accepts no liability for the effects of delays or for any other loss or damage suffered as a result by the Customer.

Ownership

CCS retains copyright and ownership of Process Definition documents until all fees arising from the creation of Process Definition documents have been received undisputed by CCS.

Materials delivered under this and subsequent proposals may include or exclude five types of program code (where “Code” refers to program code, design surfaces, and other objects such as graphics, libraries, classes and documents needed for complete generation of an executable):

1. Generic code already developed by CCS and used in software delivered to the Customer that is part of CCS’s standard code library already in existence. The use of this code allows a reduction in cost to the Customer as CCS has already borne the bulk of the development cost itself. This reduction in cost is incorporated in the Total amount of the quotation for Implementation.

2. Generic code developed by CCS in response to a request by the Customer during the creation of software for the Customer, but that would be added to CCS’s standard foundation. This code provides functionality that does not currently exist in CCS’s standard code library, but would become part of the standard code library upon development. The use of this code allows a reduction in cost to the Customer as CCS bears part of the development cost itself. This reduction in cost is incorporated in the Total amount of the quotation for Implementation.

3. Custom code developed by CCS during the creation of software for the Customer that may have use in a non-competitive system for another customer of CCS. While this code may have a specific use in the Customer’s system, it could be incorporated into software developed for other customers without infringing on the intellectual investment in the software by the Customer. The use of this code allows a reduction in cost to the Customer as CCS bears part of the development cost itself. This reduction in cost is incorporated in the Total amount of the quotation.

4. Custom code developed by CCS during the creation of software for the Customer that is strictly proprietary to the software that CCS is developing for the Customer. Custom code, algorithms, or interfaces developed by CCS or by the Customer that give the Customer a competitive edge or comprise proprietary knowledge on the part of the Customer make up this fourth type of code.

5. A variety of third-party tools, foundations, libraries and other elements that are the property of a third-party company, that are being used by CCS for the purpose of development of this application, for which licenses are owned by CCS, and which may or may not be possessed by the Customer in order to run and/or maintain System.

In order to provide CCS with the flexibility needed within their business but at the same time to provide the Customer with protection for the investment made in custom application development, CCS retains all copyright and patent rights with respect to materials described in categories 1, 2 and 3, and grants to the Customer a permanent, non-exclusive license to use and employ such materials within their business.

CCS assigns all copyright and patent rights with respect to materials that fall under category 4 to the Customer upon full payment. Modules or routines that fall under the fourth area will be designated as such and a specific copyright notice indicating such rights and ownership will be placed in the header of said modules and routines.

Items that fall under the fifth area remain the property of the third-party company, but CCS will supply the Customer with information necessary to license said tools, foundations and other elements should the Customer request it.

All code developed as part of this agreement shall be assigned its category in the Process Definition document pertaining to it.

Confidentiality

Each party shall hold in trust for the other party, and shall not disclose to any non-party to this Agreement or subsequent Proposals, any confidential information of the other party. Confidential information is information, which relates to research, development, trade secrets or business affairs, but does not include information, which is generally known or ascertainable by non-parties to this Agreement.

CCS acknowledges that during the performance of this Agreement, CCS may learn or receive confidential Customer information and therefore CCS hereby confirms that all such information relating to the Customer's business will be kept confidential by CCS.

Customer Representative

The Customer shall designate one employee to represent the Customer during the performance of this Agreement. Said employee will be the primary contact for this Agreement, and will be authorized to make financial and legal commitments on the part of the Customer. No other Customer employees will be authorized to act in such a capacity unless such authorization is made in writing to CCS.

This agreement will be revisited and may be renegotiated in the event that the Customer Representative materially changes during the Process Definition and/or Implementation phases of the software.

Disputes

Any dispute that arises between the parties with respect to the performance of this Agreement and subsequent Proposals shall be submitted to binding arbitration and the parties hereby agree to share equally in the costs of said arbitration. Arbitration will be undertaken and concluded within 15 days of commencement of dispute.

Liability

CCS warrants to the Customer that the material, analysis, data, programs and services to be delivered or rendered hereunder will be of the kind and quality designated. Special requirements for format or standards to be followed shall be included in a specific proposal.

CCS makes no other warranties, whether written, oral or implied, including without limitation warranty of fitness for purpose or merchantability. In no event shall CCS be liable for indirect, incidental, special, or consequential damages, whether or not the possibility of such damages has been disclosed to CCS in advance or could have been reasonably foreseen.

CCS's liability for the Customer 's actual damages will be limited to the actual amount paid by the Customer for aforementioned development. This limitation shall apply regardless of the form of action, whether such liability arises from a claim based on contract, warranty, tort or otherwise, including negligence. This limitation does not include liability due to claims by the Customer for bodily injury, damage to real property, or damage to tangible personal property for which CCS was found legally liable.

The Customer assumes the entire risk of using the finished program or its beta versions. IN NO EVENT SHALL CCS BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE program or its beta versions, EVEN IF CCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Clear Computer Solutions Ltd.'s LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EXCEED the actual amount paid by the Customer.

Governing Law and Jurisdiction

This agreement shall be governed by English law.

Entire Agreement.

The Customer agrees that this is the entire agreement between itself and CCS, and that this agreement supersedes any prior agreement, whether written or oral, and all other communications between CCS and the Customer relating to the subject matter of this Agreement.

© Clear Computer Solutions Ltd. 2006. All rights reserved.