Zama Tech Ltd: Terms and Conditions for Design and Development 1. Quotations Quotations are valid for a maximum of thirty days from the date thereon. Changes in specification of whatever type will cause any quotation to become void. 2. Price Alterations All quoted prices are based on current costs of production and labour. Zama Tech reserve the right to amend prices, unless otherwise agreed in writing prior to commencement of the work, after the work has commenced. Customers will be notified of such price alterations and may cancel the work providing always that costs incurred to the date of cancellation are reimbursed to Zama Tech. Zama Tech reserve the right, at its sole direction, to cancel work at any stage where it is found that the cost of the work will be substantially different to that originally calculated. 3. Payment Payment shall become due immediately work stated in the quotation is completed, and the customer has been so notified, or prior to the commencement of an Advanced Payment Contract. Zama Tech shall be entitled to invoice customers immediately work is completed, or prior to the commencement of an Advanced Payment Contract. Time shall be of the essence of the Sales Contract in respect of the time of payment. Zama Tech shall be entitled to stage payments where work on an order is suspended or delayed due to any act, omission or other cause for delay occasioned by the customer or his agents. The stage payments shall be calculated on the amount of work completed to the date of payment demand. Zama Tech shall be entitled to stage payments where a single order consists of multiple components which, by the nature of the order, are completed in sequence over an extended period of time or where a single component of an order is developed or delivered to the customer in stages. Where payment for any work is not received in full by the due date Zama Tech shall be entitled, without prejudice to any other rights, remedies or actions, : (a) To cancel the contract. (b) To suspend further work for the customer. (c) To withhold provision of services and retain ownership of all finished work and material produced for the customer . (d) To use any payments made by the customer as Zama Tech may so determine, at its sole discretion, notwithstanding any purported appropriation by the customer. (e) To charge the customer for all costs and expenses involved in collecting the overdue amount together with the interest on all overdue amounts calculated at 6% above the National Westminster Bank rate, from time to time, both before and after judgement until the overdue amount and all costs, expenses and interest is paid in full. For the calculation of interest any part of a month shall be considered to be a complete month. 4. Experimental Work All work carried out at the request of the customer or his agents to test material or processes or to create image, style or software, or to experiment in any way whatsoever will be charged at the appropriate rate. Zama Tech will accept no responsibility for the success or failure of any such experimental work. 5. Customer Property All material, artwork and other property supplied to Zama Tech by or on behalf of the customer will be held and worked on at the sole risk of the customer. 6. Intellectual Property Rights It is the sole responsibility of the customer to ensure that full authority exists for the reproduction or use of any material in which intellectual property rights exist or appears to exist. Zama Tech shall retain ownership of all scripts, code or programmes written by them, in any programming language, that are utilised, in any way, in the work produced for the customer. 7. Indemnity By virtue of the sales contract entered into the customer guarantees full and complete indemnity to Zama Tech against any demand, claim, action, charges or expenses or any claim whatsoever arising from any libel, or arising from any infringement, alleged or otherwise, of any copyright, letters patent, trade marks, designs, trade names or any other intellectual property rights protected by law, now or at any future time. The customer will, furthermore, indemnify Zama Tech against any costs or damages which may be incurred by Zama Tech or its agents in any action for such infringement for which Zama Tech may become liable. By virtue of the sales contact entered into the customer or its agents guarantees that any instructions, designs, logotypes, logograms or material of any description whatsoever given to Zama Tech are not liable to be construed as libellous or of such content that copyright, letters patent, trade marks, designs, trade names, or any other intellectual property rights are infringed either knowingly or unknowingly by Zama Tech. The customer is solely responsible, without limitation, for all products, contents and materials appearing online. 8. Liability Zama Tech shall not be liable to the customer for any loss of business, contracts, profits or anticipated savings or any other indirect or consequential or economic loss whatsoever. Time shall not be of the essence in production or services. 9. Force Majeure Zama Tech will use its utmost endeavours to fulfil the sales contract and carry out all reasonable instructions from the customer or its agents but will not be liable for any failure to carry out all or any part of the commission where circumstances for whatever reason beyond the control of Zama Tech cause such failure or delay. Zama Tech shall not be liable for failure or delay in completing any work due to (but not limited to): (a) Any failure, delay or interruption in the services of the providers of the customers web hosting, e-mail facilities or Internet services. (b) Inability to secure labour or labour disputes. Inability to secure materials or supplies. (c) Breakdown of machinery. Failure of power supplies. (d) Fire, flood, drought or other Acts of God. Acts of war, revolution, civil war or civil disturbances. (e) Legislation. (f) Any cause whatsoever beyond the control of Zama Tech. 10. Jurisdiction All Sales Contracts and these Terms and Conditions shall be governed and construed under English Law. Zama Tech Ltd 37 Station Hill, Swannington, Coalville, LEICS LE67 8RJ t: 01530 451870 e: sales@zamatech.co.uk Registered in England and Wales - Company Number: 5301902 Zama Tech Ltd © 2005