CONDITIONS RELATING TO TESTS, INVESTIGATIONS, CONSULTING AND ALL CONTRACTING SERVICES

DEFINITIONS

‘The Company’ shall mean HRS Services Ltd and where the context permits its employees, agents or subcontractors.

‘The Company’ shall mean any person or persons, firm or corporate body that instructs, or is co-sponsor with, The Company to carry out test investigations, research or similar work.

‘Agree’ shall mean agreed between the Client and The Company.

‘Equipment’ shall mean plant, machinery or other devices of any kind in respect of which The Company undertakes to carry out tests, make investigations or issue reports, certificates, information or advice.

GENERAL

These conditions shall apply to all work undertaken by The Company for the Client and no additions or variations to these conditions shall apply unless agreed in writing.

If the Client is an agent acting on behalf of a principal, the obligations of the Client s set out herein may be transferred to the principal provided that The Company has agreed in writing to this arrangement before being given instructions to proceed with the work.

The Company reserves the right to decline to accept an order for work without being required to give a reason.

Any contract may be terminated by either party before completion by giving one month’s notice in writing. The Client will be responsible for any charges incurred or committed up to the date of termination on the quantum meruit basis.

CHARGES

Charges for work shall be in accordance with a quotation submitted to the Client by The Company. In the even of The company agreeing to carry out any work without the Client’s written acceptance of a quotation, then The company shall be entitled to reasonable remuneration for the work performed by it.

Quotations shall be open for acceptance within 30 days unless agreed otherwise.

Unless agreed in writing to the contrary, all prices or rates in quotations submitted by The Company are on a fluctuating price basis and are subject to any variation that Is consequent upon changes in staff salary scales or in the prices of materials, travelling or other costs.

TESTING

Testing of equipment will normally be carried out in accordance with the standards for the time being laid down by the British Standards Institution or other recognised authority. In the event of such standards not being applicable testing will be carried out according to a specification to be agreed before the commencement of the testing.

By arrangement tests may be witnessed by the Client or his representative, but The Company shall be entitled to charge for any additional costs thereby incurred.

USE OF REPORTS OR CERTIFICATES ISSUED BY HRS SERVICES LIMITED

No report or abridgement or abstract of a report shall be used in any company prospectus, advertisement or other publication or reproduced on the equipment or on the packaging thereof without the prior written consent of The Company. No certificate issued by The Company shall be published except in full without the prior written permission of The Company.

Without the prior consent of The Company no indication shall be given by any advertisement or by markings on equipment or the packaging thereof or by any other means that the equipment has been subjected to tests or investigations by The Company.

The Company reserve the copyright in any report or certificate issued by it and no such report or certificate shall be used in any legal or arbitration proceedings without the consent of The Company, except to the extent that may be required by law.

The source code version of any software program created and developed by The Company either alone or in conjunction with the Client shall be and remain the exclusive property of The Company and notwithstanding the release of the source code to the Client, which shall be at the absolute discretion of and upon terms determined by The Company all confidential information and intellectual property rights in the source code shall remain vested in The Company.

The Client shall procure that its employees, agents, contractors and sub-contractors shall take all such steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of The Company in the source code.

All software programs and program documentation designed and written by The Company either alone or in collaboration with the Client shall be and remain the absolute property of the Company, and all confidential information of The Company and all copyright, trade marks and other intellectual property rights in the software programs and / or software documentation are the exclusive property of The Company.

The Company shall on request grant to the Client a non-exclusive licence to use the software programs and where appropriate the program documentation upon such terms as The Company shall in its absolute discretion determine.

All real and intellectual property arising out of the project will be the property of The Company including without limitation all know how, copyrights, patent and design rights. At the conclusion of the project all papers, work product, drawings and the like will be delivered to The Company and at the conclusion of the project or thereafter the Client will execute any confirmatory Assignment in standard form of any intellectual property right belonging to The Company by virtue of this Agreement.

CONFIDENTIALITY

The Company shall treat all information obtained from the Client and from tests, investigations and constancy carried out for the Client as confidential. No such information shall be disclosed to a third party without the consent of the Client.

LIMITATION OF LIABILITY

The Company shall exercise all reasonable skill, care and diligence in the discharge of the duties performed and in producing any report, certificate, information or advice. However, The Company shall not be liable for any loss or damage, whether direct or indirect, arising from the use of reports, certificates, information or advice issued by it.

The Company shall not be liable for any damage, loss or expense suffered by the Client by reason of any delay in carrying out any test, investigation or constancy or in issuing any reports, certificates, information or advice to the Client.

The liability of The Company for loss or damage to any equipment on the premises of The Company by fire, theft or accident shall be limited to £100 or the cost of manufacturing such equipment if less than £100.

The Company shall not bear any liability for any damage to the equipment arising from or attributable to tests, investigations or constancy undertaken by The Company.

For equipment tested on the premises of The Company:

The Company shall not be liable for any errors or losses, which result from the failure of the Client clearly to identify any piece of equipment submitted to The Company for testing.

The Company shall not be bound to accept delivery or agree to the collection of equipment outside the hours of 9.00 to 12.30 and 14.00 to 17.00 on Mondays to Fridays, excluding public holidays.

The Company shall not be liable for any loss or damage resulting from the failure of the Client to give nay special instructions regarding unpacking on the outside of each package or container.

The Client shall pay for all costs and charges incurred by The Company in collecting any equipment for testing and in packing and returning the equipment after testing. The Company will take reasonable care to ensure that the equipment is adequately packed for transit, but shall not be liable for any delay in delivery or damage to or loss of such equipment in transit.

For tests, investigations or constancy carried out in premises other that those of The Company:

The client shall be responsible for obtaining any necessary permission or permit for The Company employees to have access to all relevant parts of the premises.

The Client shall ensure that the owners or occupiers of the premises have insurance to cover any liabilities that may arise from:

injury to The Company staff while on the premises

accidental damage to equipment or property of The Company while on the premises

damage or injury to third parties caused by or resulting from the tests, investigations or constancy of The Company

The Client shall indemnify The Company against:

Any claim, loss, damage or expense suffered by The Company or its employees or property as a result of a defect or dangerous or potentially dangerous feature of the equipment submitted for test, investigation or constancy which has not been disclosed in writing to the Company prior to testing

Any liability of The Company to any person for loss or damage whether direct or indirect resulting from or attributable to the state or condition of the equipment following any test, investigation or consultancy by The Company Any claim for loss or damage or injury suffered by any representative of the Client while on the premises of The Company

PAYMENT

Payment shall be made by the Client (or as provided in clause 2.2 by the Client’s principal) within 30 days of an invoice being submitted by The Company

The Company reserve the right to submit regular progress claims

All charges shall be paid without deduction. In the event of an error or query on the invoice, payments shall be made to The Company of the whole amount claimed less the amount queried or in error.

The Company shall be entitled to charge interest on accounts outstanding for more than 30 days and for any sums, unjustifiably withheld under clause 7.2, at 8% above the Bank of England base rate prevailing on the date the payment becomes overdue, as per the Late Payment of Commercial Debts (Interest) Act 1998.

ARBITRATION

In the event of a dispute or difference arising from theses conditions or the interpretation thereof or otherwise arising as a result of work carried out by The Company for the Client under theses conditions, such dispute or difference shall be referred to arbitration by a single arbitrator mutually agreed between the parties or, failing such agreement, by an arbitrator nominated by the President of the Institute of Arbitrators. Any such arbitration shall be conducted in accordance with the Arbitration Act 1950 and by application of the law of England.