Payment Terms and Conditions

PAYMENT TERMS AND CONDITIONS FOR THE SUPPLY OF EQUIPMENT (excluding hosted services and connectivity)

1    Parties:

(1) “The Company”
LIQUID COMPUTING LIMITED (registered number 07867501) Maple Barn, Canterbury Road, Molash, Nr Canterbury, Kent CT4 8HF

(2) “The Purchaser”
The Company has agreed to sell and the Purchaser to purchase the Equipment listed in a Schedule or on the accepted quotation or order confirmation or proforma invoice or elsewhere

2     Definitions

2.1   In this Agreement unless the context otherwise requires:-

“ACCEPTANCE DATE” means the date upon which the Equipment is accepted by the Purchaser

“ACTUAL DELIVERY DATE” means the actual date of delivery of the Equipment to the Place of Use

“DELIVERY DATE” means the estimated date for the delivery of the Equipment

“EQUIPMENT” means the items of hardware and or software and or services identified either by type or serial number and price in a Schedule or by description on the an invoice or elsewhere

“PLACE OF USE” means of the Purchaser’s premises where the Equipment is to be installed

“PURCHASE PRICE” means the price of the Services and Equipment set out in a Schedule or an accepted quotation or order confirmation or proforma invoice or elsewhere

2    Agreement

The Company agrees to sell and the Purchaser agrees to purchase the Equipment upon the terms and conditions of this agreement and in consideration of the payment of the Purchase Price by the Purchaser

3    Purchase price

3.1 The Purchase Price shall include the cost of delivery of any Equipment to the Place of Use

3.2 Any special delivery costs properly and reasonably incurred by the Company shall be separately invoiced to the Purchaser

3.3 Value added tax shall be payable on the Purchase Price by the Purchaser

3.4 Payment in full of the Purchase Price and any special costs separately invoiced shall become due upon delivery of the Service and Equipment unless otherwise agreed

3.5 The Company reserves the right to charge the Purchaser interest in respect of the late payment of any sum due under this Agreement (as well after as before judgement) at the rate of 20 per cent per annum above the base rate from time to time of Lloyds Bank plc from the date due until payment is received

4    Delivery

4.1 The Company shall use all reasonable endeavours to deliver the Equipment to the Place of Use on the Delivery Date or as soon thereafter as is possible

4.2 The Company shall give the Purchaser not less than two days’ notice of the Actual Delivery Date

4.3 At delivery the Purchaser shall make available to the Company free of charge such labour and equipment as the Company shall have previously specified in writing and which it shall reasonably require to deliver and install the Equipment

5    Preparation of the place of use

The Purchaser shall complete the preparation of the Place of Use in accordance with the requirements of the Company on or before the Delivery Date Preparation of the Place of Use shall include the making of all alterations to the Purchaser’s premises necessary to permit delivery and installation of the Equipment including all wiring and cabling for connection of the Equipment

6   Title to and risk in the equipment and documentation

6.1 Title to the Equipment shall not pass to the Purchaser until the date that the Purchase Price (and any special costs payable pursuant to clause 3.2 above) and value added tax thereon have been paid in full to the Company (the “Payment Date”)

6.2 Until the Payment Date the Purchaser shall not be entitled to sell transfer lease charge assign by way of security or otherwise deal in or encumber the Equipment and the relationship between the Company and the Purchaser in respect of the Equipment including any proceeds of sale or other consideration therefore shall be a fiduciary one

6.3 If either:-

6.3.1 the Purchaser fails to effect payment in full of all sums due hereunder by the Payment Date or

6.3.2 prior to the Payment Date the Purchaser convenes a meeting of its creditors or a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) the Purchaser’s creditors or if the Purchaser is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Purchaser or if a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Purchaser or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction)then the Company or their authorised agents (without prejudice to any other legal remedies it may have) shall at any time thereafter be entitled to enter upon the Place of Use or where the Equipment is at the time kept (without notice to the Purchaser) and remove the Equipment without any hindrance or obstruction whatsoever and the Purchaser hereby authorises the Company to so enter the Place of Use and if necessary break locks doors or windows to gain access. The company shall take all reasonable care but will not be liable for any damage caused

6.4 If in breach of clause 6.2 above the Purchaser sells the Equipment prior to the Payment Date then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case of the proceeds of sale in a separate account) by the Purchaser as trustee for the Company

6.5 Risk in the Equipment shall pass to the Purchaser upon the Actual Delivery Date

6.6 If payment in full is not made on delivery then with effect from the Actual Delivery Date up to and including the Payment Date the Purchaser shall insure the Equipment for its full replacement value with such insurance company as the Company shall approve (such approval not to be unreasonably withheld) and shall provide a copy of the insurance certificate to the Company which certificate shall have the Company endorsed thereon as loss payee

7. Warranty in respect of the equipment

7.1 Subject to the limitations upon its liability set out in clause 8 below the Company warrants to the Purchaser that the hardware will for a period of twelve months from the Acceptance Date be free from defects in or arising from design materials and workmanship

7.2 The Purchaser shall give notice to the Company immediately upon becoming aware of a breach of warranty

7.3 The Company shall as soon as it is reasonably able investigate any alleged breach of warranty and in the case of a breach of warranty falling within clause 7.1 above shall remedy the same free of charge by carrying out such repairs modifications or alterations to the hardware and/or replacing the hardware or such component parts as it shall in its absolute discretion think fit

7.4 The obligations of the Company under clause 7.3 above shall be discharged between the hours of 10.00 a.m. to 4.00 p.m. Monday to Friday (bank and other public holidays excepted)

7.5 Any hardware or component parts of the hardware replaced by the Company pursuant to clause 7.3 above (“Replaced hardware”) shall upon replacement become the property of the Company and the Purchaser warrants that its title to such Replaced hardware shall be free and unencumbered or that it shall have all necessary consents and authorities to part with possession of the Replaced Equipment

7.6 Subject to the foregoing and with the exception of the condition and warranties implied by section 12 of the Sale of Goods Act 1979 all conditions warranties terms and undertakings express or implied statutory or otherwise in respect of the hardware and the provision of the Services are hereby excluded

7.7 In the event of a clear breach of warranty by the Company it will use all reasonable endeavours to repair or replace any defective hardware to which the warranty applies within seven working days of acceptance of breach by the Company on a return to base basis

7.8 This warranty does not relate to any routine or other servicing or maintenance of the Equipment whether or not the Purchaser has entered into a service or suppport agreement with the Company with the respect of the Equipment

7.9 This warranty is not transferable or capable of assignment by the Purchaser

8. Limitation of liability

8.1 The Company’s liability to the Purchaser for death or injury resulting from its own or that of its employees’ agents’ or sub-contractors’ negligence and all damage suffered by the Purchaser as a result of the implied statutory undertakings as to title quiet possession and freedom from encumbrances shall not be limited

8.2 Subject to clause 8.1 above the Company shall not be liable to the Purchaser in respect of loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Purchaser as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Purchaser incurring the same

9. Access to the Place of Use

The Purchaser shall allow the Company including its employees agents and sub-contractors such access to the Place of Use as it shall from time to time properly require

10. Termination

10.1 This agreement may be terminated:-

10.1.1 forthwith by the Company if the Purchaser fails to pay any sum due hereunder within 14 days of the due date

10.1.2 forthwith by either party if the other commits any material breach of any term of this agreement (other than failure to make payment by the Purchaser) and which (in the case of a breach capable of being remedied) shall not have been remedied within 28 days of a written request to remedy the same and

10.1.3 forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction)

10.2 Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination

11. Confidentiality

Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement

11.1 Credit card privacy policy

We do not store credit card details nor do we share customer details with any 3rd parties

12. Force majeure

Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes, insurrection, riots, embargoes, shortages delays in transportation inability to obtain supplies or requirements or regulations of any civil or military authority

13. Notices

Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post or by email or by facsimile transmission to the address or to the facsimile number of the other party set out in this agreement or such other address or numbers as may have been notified

14. Invalidity and severability

If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision

15  Successors

This agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto

16  Assignment

Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other

17  VAT

Save insofar as otherwise expressly provided all amounts stated in this agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefore